X-Men: The Last Stand (Scogue Version)
by Gamer Spice
Summary: Part 3 of my X-Men film trilogy AU. Six years after Jean Grey's sacrifice, Scott and Rogue soon discover that she may still be alive. When they go to find her, something unlike anything the X-Men have ever faced will be unleashed. A supposed mutant cure, a shocking betrayal, and a heartbreaking loss will lead the X-Men to their most devastating battle yet. Now Complete!
1. Chapter 1

**Chapter One: The Simulation**

**Welcome to the threequel, and final part, of my _X-Men_ trilogy! Like both times before, I'm only focusing on scenes involving Rogue and/or Scott, and sometimes Jean and Logan, and any other scene I deem worth writing. Yes, I copied and pasted that sentence from the last story. It helps me a lot!**

**Like I said at the end of the last story, I'm not killing off Scott, nor am I having Rogue take the cure. I mean, they filmed an alternate scene where she came back having NOT gotten the cure because she accepted who she was! They had two scenes to choose to put in the final cut, and they chose to give her the cure! And don't even get me started on all the deleted/alternate scenes that deserved to be in the final cut of this movie. In the original cartoon, Rogue considered getting the cure, but ultimately decided not to, because her powers have done a lot of good for the world. I guess since she barely did anything useful in the movies (the original ones, that is), she had every right to get rid of her powers? (sigh)**

**If _Evolution_ was going to feature the cure storyline, I can only hope that Rogue would decide to keep her powers in that version, too, even if she did consider it.**

**And just a reminder, the first movie likely took place in 2000, and it was suggested that _The Last Stand_ did take place in 2006. Since I had decided that _X2_ only took place a few months after the first movie, then _The Last Stand_ would take place six years after.**

**And finally, going through this, I realized that I left references and callbacks to previous parts of this saga. I wonder if y'all can find them throughout this story?**

**Disclaimer: I don't own _X-Men_.**

**Enjoy!**

* * *

"Mutants and humans. They've long struggled to coexist. While some try to unite the world, others try to dominate it. Neither strategy has prevailed. But when conflicts reach an impasse, inevitably something happens to shift the balance forever."

\- Professor Charles Xavier

* * *

The city was on the brink of destruction. Buildings and vehicles were burned to the ground, and the X-Men were narrowly avoiding laser bolts fired at them. Bobby Drake, codename Iceman, and Kitty Pryde, codename Shadowcat, ran to find cover. Ororo Munroe, codename Storm, was flying around the battlefield searching for the source of the lasers. Piotr Rasputin, codename Colossus, quickly ducked behind a conveniently placed chunk of debris when a particularly big laser shot at the remains of a building, causing an explosion. As he coated his body in metal, Marie D'Ancanto, codename Rogue, flew into the air and landed a powerful punch to the metal pieces, sending them flying away. A piece of debris flew right past her and hit Logan, codename Wolverine, in the face. He groaned, his wounds healing instantly. Rogue landed on the ground as Wolverine held a cigar in his hand, not even flinching as the bridge behind him exploded.

"The whole world's goin' to hell, you're just gonna sit there?" he questioned Colossus as he slowly stood up next to Rogue. "Let's go!"

As Iceman and Shadowcat ran, they heard a missile whistling towards them. Iceman quickly held up his hands, and two large beams of frost slowed it down. He faced Shadowcat with a triumphant look on his face.

"Bobby!" she yelled. She quickly grabbed onto him as another missile headed their way. She forced their bodies intangible, and the missile flew right through them.

"Thanks, Kitty," he said gratefully, his arms still around her shoulders.

Rogue saw this from a few miles away. "Bobby! Kitty!" she called to them. "Now's not the time to act all lovey-dovey!"

Blushing, the two young adults broke apart and followed her and Colossus.

Meanwhile, Logan (not Wolverine, since he didn't bother to wear his uniform) tried to light his cigar from a flame on a car. Not getting the result he wanted, he ducked behind the car as Storm dashed to his side.

"We're getting killed out here," she panted.

Logan only rolled his eyes. "Yeah, I know," he said. "They're not ready, Storm."

They heard rumbling, and Storm looked up. "Logan...!"

"Oh, don't get your panties in a bunch."

Gritting her teeth, Storm grabbed onto Logan and spiraled them out of the way of a giant chunk of debris that collapsed on the car.

Panting, Logan scowled. "That was my last cigar." He got up.

"Logan!" Storm yelled, quickly following him. They regrouped with the rest of the X-Men as the rumbling grew louder.

"It's getting closer!" shouted Rogue.

"Come on!" Storm ordered. "Let's keep moving!"

But before they could make themselves scarce of the incoming threat, Logan called out to Colossus, "Hey, Tin Man! Come here!"

As the Russian mutant walked over to him, Logan asked, "How's your throwing arm?" His fist had extended his claws.

"Logan, we work as a team!" Storm reminded him, her frustration building up.

"Yeah, good luck with that," Logan retorted. He turned to Colossus, who was encased in metal again. "Throw me." When he hesitated, he yelled, "Now!"

Storm threw up her hands. "Damn it, Logan! Don't do this!"

Colossus picked Logan up, spun around, and threw him towards the fog, where their main threat was waiting. The X-Men heard him roar as he sliced up the enemy. They jumped back as a giant robot head landed in front of them, 'eyes' blinking red before shutting off. Logan walked out from behind it, retracting his claws. "Class dismissed."

Storm sighed, leading them out of the Danger Room as the apocalyptic town digitally faded away.

"Hey, Colossus," said Logan, "nice throw."

Colossus merely nodded in thanks. While an admirable student, Piotr Rasputin was a young man of few words.

"_Simulation complete_," said a female computer voice.

When she entered the hallway, Storm immediately asked Logan, "What the hell was that?"

Logan raised an eyebrow. "Danger Room session."

"You know what I mean."

He rolled his eyes. "Oh, lighten up, Storm."

"Look, you can't just change the rules when you feel like it," she griped. "I'm trying to teach them something."

"I taught 'em something," said Logan defensively.

Storm shook her head. "It was a _defensive_ exercise."

"Yeah. Best defense is a good offense." He frowned. "Or is that the other way around?"

The X-Men in training walked right past their instructors as they continued to bicker.

"This isn't a game, Logan."

Logan scoffed. "Well, you sure fooled me." Then he cooled off and said, "Hey, I'm just a sub. You got a problem, talk to Scott."

Hearing her boyfriend's name, Rogue stopped following her peers to look at Logan. He just brushed past her as she shared a knowing look with Storm.

It had taken the other students a while, but they had accepted Rogue's relationship with Scott Summers, also known as Cyclops. They could see that they were happy together, even in the aftermath of Jean Grey's death.

* * *

Scott sat on his bed in his room, his head low as his body shook with tears. Actually, the room now belonged to both him and his girlfriend, Rogue.

About a month after the death of his best friend, Jean, Rogue had asked Professor Xavier if she could move in to her boyfriend's room, which he allowed. They could all see how the events of Alkali Lake affected Scott, but Rogue took it upon herself to comfort him and help him move on. Of course, she had to sleep on a makeshift bed to avoid hurting him with her powers, but Scott greatly appreciated her presence in his room every night. To him, she was his protector, his angel.

However, even though he appeared to have moved on, he was still being haunted by Jean's death in the worst way possible.

_Scott!_

His mind kept replaying visions of Jean calling for his help as she drowned at Alkali Lake.

"Jean..." He looked up, tears falling down his unshaven face.

_Scott... Scott..._ Her voice seemed to whisper from nowhere. _Scott... Scott..._

"Scott?" There was knocking on the door as another familiar voice spoke his name. "It's me."

"Come in," he said quietly.

The door opened to reveal Rogue, still in her uniform but with her beautiful two-toned hair down from her bun. She looked at him sadly.

"The nightmares again?" she asked gently, closing the door.

He just shook his head. "They're not nightmares. I know that Jean is still alive...and she's calling for my help."

Ever since Jean's sacrifice six years ago, Scott had been plagued with what appeared to be nightmares. Everyone else tried their best to help him move on like Rogue had, but he was now convinced that Jean might still be alive, and that his nightmares were actually visions, or distress signals, from her.

Kneeling in front of him, Rogue said uneasily, "The professor said –"

"That they're just dreams, Marie?" he interrupted as he stood up, her following suit. "Just a figment of my imagination? No, these are visions, I'm sure. I've been seeing the exact same thing for years now. If they were just dreams, they would've stopped by now."

Anyone else may have thought he was just having hallucinations, but Rogue knew better. Though she was still working on getting control of her own powers (currently, she could now keep them from kicking in for five minutes; she figured her grief over Jean's death was adding to her insecurities, and therefore preventing full control), she had managed to gain control of other powers she acquired over the years, particularly Professor Xavier's telepathy.

"May I?" she asked softly.

Scott knew what she was asking and nodded. It wasn't that he didn't trust the professor; he was just sick of the older man telling him that he shouldn't worry about his nightmares, that they were trying to unhinge him. But he definitely trusted Marie, his angel and true confidant, to help him and to not give up on him.

She held up her hands on either side of his head and closed her eyes, trying to find those visions. When she saw them, she pulled away, gasping.

"Scott," she began shakily, "you're right. Those aren't nightmares. They're too clear to be nightmares. But how could she have survived?"

"I don't know, Marie, but I'm done sitting here and just wondering." He began packing a bag. "I'm going to find her."

As he packed his bag, Rogue stood there, thinking about what she saw. Then she began recalling how some of the other students had blamed her for Dr. Grey's death, that because she decided to fly the X-Jet recklessly to them, apparently crashing it, Jean felt the need to sacrifice herself to save them. Though Rogue was hurt by their accusations, she had stubbornly retorted that she _didn't_ crash the Jet, and that if it weren't for her 'recklessly flying the Jet' to them, none of them (except maybe Logan) would've survived anyway.

And besides, the professor had revealed that the Jet's faulty engines were a result of Jean's uncontrollable powers, proving Rogue's point that the students were just looking for someone to blame.

"I'm going with you," she suddenly said, just as Scott zipped up his bag.

"Marie," he started, but she interrupted him.

"No, don't try to tell me I can't or shouldn't. You know how the others unfairly blamed me for her sacrifice." She watched him frown, then remembered how frighteningly angry he was hearing about the accusations. "No matter who's fault it is, if anyone, I still feel awful. I know how much she meant to you, Scott, and she was one of my dear friends, too. And now that there's a chance she could still be alive, I want to help you bring her home."

Scott stared at her, speechless. He still felt stubbornly protective of her, as he had from the minute they met, but she was proving herself to be just as, if not more, stubborn than him. Not just that, but she showed them all over the years that she had grown from the frightened seventeen-year-old girl who distanced herself from everyone to a young woman of twenty-four who was a force to be reckoned with.

She was becoming a true X-Man. And he couldn't be prouder.

"You'd better change and pack a bag, then," he said, smiling.

She smiled back.

* * *

After a quick shower, Rogue changed and packed for a few days' trip with Scott. Both throwing on leather jackets, they headed for the garage. On the way there, they bumped into Logan.

"Hey, Scott, they were lookin' for you downstairs," he said. "You didn't show."

"Sorry, but we have something we need to do," said Scott abruptly.

"'We'?" Logan repeated, frowning. He then noticed their bags. "And just where are you two goin'? Romantic getaway?"

Rogue stopped, her arm linked with Scott's, and turned to him. "We're going to Alkali Lake. To find Jean."

Logan fought the urge to sigh. "Look, guys, I miss her, too. Actually, you have no idea –" Rogue raised an eyebrow, but chose not to say anything. "– but you need to accept the fact that she's gone and move on."

"She's not gone, Logan," Scott insisted, looking serious. "She's been sending me visions. She's still alive, and we need to save her."

"We don't care whether or not you believe us, Logan," Rogue added. "This is a personal mission for us. We _will_ find her and bring her home."

And they turned and left. Logan just shook his head. He wanted so badly to believe that Jean could still be alive, but it had been six years. If she did survive, she would've returned by now.

**And there's Chapter One! It is a shame that Cyclops was written out rather hastily, but I've come across two possibilities for his absence: one is that James Marsden (Cyclops) was filming another movie at the time, and another is that Marsden requested that Cyclops be killed off because Bryan Singer wouldn't be directing the movie. If it was the latter, then _The Last Stand_ was doomed to disappoint from the start.**

**And oh boy! I learned that there were SO many different versions of this movie planned, as well as the amount of behind the scenes drama with Ellen Page (Kitty Pryde) and Brett Ratner.**


	2. Chapter 2

**Chapter Two: A Cure for Mutation**

**And here's Chapter Two! I understand that Storm believes that there's nothing to cure of a mutant, but at the same time, I feel that she didn't really understand where Rogue was coming from. I mean, in all the time she's been there (in the original movies), Rogue was never given any opportunities to learn control for her powers, powers that can put someone in a coma by a single touch, so of course she would view the cure as a godsend. And Storm just insists that she's perfectly fine the way she is. The look on Rogue's face said it all: "Nothing wrong with the fact I can KILL people with a single touch, huh?"**

**Well, don't worry! I've got better plans for Rogue, just you wait.**

**genbo: Thank you so much!**

**thewriternextdoo: Thanks! I don't know if links actually work on this site, but I can still tell you where I learned of possible different versions, as well as multiple casting and directing choices. It's on the TV Tropes website, and if you look under Trivia for _X-Men: The Last Stand_, read the bullet points for What Could Have Been as a start. The whole page in general is very interesting to read.**

**0001234: Yes, Rogue can finally fly! And yes, poor Ellen. What Scott and Rogue find at Alkali Lake is gonna be life-changing for the X-Men, especially Rogue.**

**Hope10: Scott/Rogue team-ups are always great! Unfortunately, it's not gonna be fun for them...**

**By the way, my explanation for how Rogue can fly and have super strength is in the next chapter, but it doesn't involve Ms. Marvel at all (because she wasn't in the films). Do you want me to change it so it did? Or should I leave Marvel's involvement out as I originally wrote it? I mean, if she did meet Marvel and put her in a permanent coma in this version, then that's gotta mess her up even worse. She already had to deal with losing a friend, so writing a scenario where she essentially kills someone wouldn't feel right to me.**

**Disclaimer: I don't own _X-Men_.**

* * *

"When an individual acquires great power, the use or misuse of that power is everything," Professor Xavier was teaching his class. "Will it be for the greater good? Or will it be used for personal or for destructive ends? Now, this is a question we must all ask ourselves. Why? Because we are mutants. For psychics, this presents a particular problem. When is it acceptable to use our power, and when do we cross that invisible line that turns us into tyrants over our fellow man?"

"But Einstein said that ethics are an exclusive human concern without any superhuman authority behind it," Kitty spoke up.

Professor Xavier smiled at her. She was one of his brightest students. "Einstein wasn't a mutant," he said. "So far as we know."

The students chuckled with him.

"Now," the professor continued, gesturing to his TV screen, "this case study was sent to me by a colleague, Dr. Moira MacTaggert. Jones?"

Jones nodded and blinked his eyes at the screen, which immediately flickered on. The students watched as the Scottish doctor addressed the camera with a comatose man on the hospital bed behind her.

"The man you see here was born with no higher-level brain functions," she explained. "His organs and nervous system work, but he has no consciousness to speak of."

Professor Xavier paused the tape and addressed the class once more. "Now, what if we were to transfer the consciousness of one person, say a father of four with terminal cancer, into the body of this man? How are we to decide what falls within the range of ethical behavior and what –" Suddenly, he stopped, frowning.

The students began noticing how dark clouds appeared in the sky out of nowhere. The professor didn't say anything.

"Professor?" Jones asked him.

This seemed to bring him out of his daze. He smiled at them. "We'll continue this tomorrow. Class dismissed."

* * *

Ororo was standing on a balcony overlooking the grounds. She was in such deep thought, she didn't even notice the dark clouds or the winds picking up speed.

"The forecast was for sunny skies." She turned around to see Professor Xavier there with an amused look on his face.

"Oh!" she said sheepishly. "I'm sorry." She looked up at the sky, her eyes glowing white, and the weather returned to its proper state.

Professor Xavier wheeled himself closer to her. "I don't have to be psychic to see that something's bothering you."

They talked as they strolled through the halls of the mansion.

"I don't understand," Ororo was saying. "Magneto's a fugitive. We have a mutant in the cabinet, a president who understands us. Why are we still hiding?"

"We're not hiding," said the professor. "But we still have enemies out there. And I must protect my students. You know that."

"Yes," she said almost exasperatedly, "but we can't be students forever."

Professor Xavier chuckled. "Storm, I hadn't thought of you as my student for years. In fact, I thought that, perhaps, you might take my place someday."

Sensing her shock, he stopped his wheelchair as she stopped to look at him, her jaw dropping.

"But Scott's –" she began to protest.

"Scott's a changed man," he interrupted her gently. "He took Jean's death so hard. Yes, things are better out there. But you –"

Now Ororo interrupted him. "No, Professor. I-I deeply appreciate your offer, but I still believe Scott can take your place. We all took Jean's death hard, but Rogue has been helping Scott cope so well. If it weren't for her, he'd be walking around this mansion like a ghost."

He thought over her words, then nodded. "Yes, you're right. Rogue has become a crucial member of this school. Perhaps, someday, they both can look after the school. Together."

She definitely agreed, but there was something in the tone of his voice, and the look on his face, that didn't sit well with her. "There's something you're not telling us."

It wasn't a question. Regardless, he didn't answer. He just rolled away.

* * *

They eventually talked with Hank McCoy, a former member of the X-Men who was now Secretary of Mutant Affairs in the U.S. Cabinet. He once called himself Beast, for his mutation gave him the appearance, and strength, of a deep blue, beastly animal. Logan joined them as Dr. McCoy explained to them the development of what Dr. Warren Worthington II of Worthington Labs is calling a "cure" for mutants, an injection that completely suppressed the mutant gene.

Hank seemed to be more sympathetic, knowing that there are mutants, like himself, that couldn't pass for what humans called "normal", and didn't blame them for wanting this cure. Ororo, however, adamantly refused to believe that a cure was the answer, that any mutant who would take it would be throwing away who they truly were just to fit in with society.

Logan didn't really know what to think at first. Then he thought of Rogue. Six years ago, she probably would've jumped at the first opportunity to get rid of her powers. Now that she had been training with the X-Men, and having those private sessions with the professor, she was proud to be a mutant.

He was now glad that she and Scott had left before Hank brought this announcement to their attention. He couldn't imagine their outrage, especially Rogue's.

**And there's Chapter Two! Storm would make a good headmistress, but I like the idea of Scott and Rogue leading the school together a lot more. That's just one of my plans for them to have a happier outcome in this story.**

**Also, don't you just love the priorities humans have in this universe? They would rather spend what I'm sure is thousands of government dollars on finding a cure for mutation instead of using that time, commitment, and money to find a cure for, I don't know, _cancer_? _AIDS_? Actual diseases killing humans every year? I guess those aren't as important. (I'm, of course, being sarcastic)**


	3. Chapter 3

**Chapter Three: Jean's Return**

**And here's Chapter Three! Like I said before, I'm not killing off Scott. So what's gonna happen when he and Rogue arrive at Alkali Lake?**

**Also, since Ms. Marvel wasn't part of the trilogy (and because everyone wanted her left out anyway), I've got a new reason for Rogue to have super strength and the ability to fly. It's not much; it's short and simple, but I'm pleased with it. Because if I'm being honest, there had to have been times where Rogue absorbed the powers of the rest of the X-Men, whether it be accidental or for a Danger Room session, between films. That's what I think, at least.**

**thewriternextdoo: Exactly! I mean, it's great that you believe mutants are fine without this cure, 'Ro, but why not put yourself in someone else's shoes? Like Rogue? And from what I remember, wasn't there a part of Jean's back story that her powers got her childhood friend killed? I'm not sure if her parents died in this version, but they were suspiciously absent when Jean returned to her old home...**

**genbo: Don't worry, this story will definitely end with Scott and Rogue preparing to lead the school together!**

**0001234: Rogue is gonna show a few signs of being a good example for the school before (and even during) the final battle. I just hope I do Scott enough justice as well...**

**Hope10: Wow, that is actually a great idea! Thankfully, I've got time to figure out how I wanna write it, so thanks! However, even if she did give Jean a talk, I don't think Phoenix would be willing to listen...**

**Mezita: I'm happy you found it, too! And thanks!**

**Disclaimer: I don't own _X-Men_.**

* * *

Rogue held onto Scott's waist as he drove his motorcycle across Canada. They had been traveling nonstop to get to Alkali Lake.

She had boldly decided to carry both their bags on her back the whole ride, and felt no pain whatsoever. After absorbing so many people since she was seventeen, both humans and mutants, their combined strength helped boost her own. Thanks to this, along with plenty of physical training, she was now strong enough to effortlessly lift the X-Jet with one hand. And thanks to absorbing Magneto and Storm, she fully utilized her new ability to fly in Danger Room sessions along with her super strength.

After traveling for a few days, they had finally reached Alkali Lake. Parking his bike and placing the bags on the ground, Scott stood with Rogue and they looked out across the lake. Aside from the large rocky platform they walked to stand on, there was nothing but water; William Stryker's base was completely submerged, along with the corpse of Stryker himself.

_Scott..._

"I hear her, Marie," Scott said softly.

She nodded and they looked harder at the water.

_Scott..._

As Scott continued to hear Jean's voice whisper to him, Rogue carefully inspected the flowing water below them.

"I don't see anything, Scott," she said, turning to face him. "Maybe we should go a bit further –"

But Scott wasn't listening.

_Can you hear me?_ Jean's voice sounded desperate now. _I'm still here. Scott... Scott..._

"Stop..." he said aloud.

Rogue cupped his face in her gloved hands. "Try to relax, Scott," she tried to soothe him, but to no avail.

_I'm here, Scott!_ Jean was yelling now.

"Stop it." Her frantic voice was becoming too much for him to handle.

"What is she saying, Scott?" Rogue asked him urgently. She didn't dare use telepathy on him, not when he was in too much distress.

He just backed away from her, clutching his head. "Stop it!"

_Scott! SCOTT!_ Now he was seeing her drown again...

"STOP!" he screamed at the top of his lungs. Rogue quickly jumped out of the way as he ripped off his shades and shot optic blasts into the water. He fell to his knees in despair, shutting his eyes.

"Scott!" Rogue knelt beside him. She gently took his shades and placed them gingerly back onto his face. "What happened? What was she saying?"

But before he could say anything, they heard what sounded like waves crashing. They turned to look at the spot he shot the optic blasts at. It was swirling, but they couldn't see what was in the middle. Then water suddenly burst from it, causing such a powerful gust of watery air that they were knocked backwards.

Groaning, they tried to untangle themselves; Rogue had landed on Scott's lap.

"Are you all right, hon?" she asked him. She stood up and held out her hand.

"Yeah," he mumbled, letting her pull him up.

A bright light was shining behind her, causing them both to shield their eyes, even Scott. They could faintly see a figure standing before them, but the glow was too blinding for them to see who it was. As they steadied themselves on their feet, the light quickly dimmed, and they couldn't believe their eyes.

Jean Grey was standing before them, oddly dry despite having drowned, but unmistakeably alive.

"Jean?" they both asked in disbelief.

"Scott? Marie?" Jean asked back. She was still wearing her uniform, and her red hair had grown to her mid back.

"How?" Scott questioned her.

She looked like she was wondering that herself. "I don't know."

Soon, none of them cared how or why. Scott and Rogue were so happy, and relieved, to find that they had been right after all. The three threw their arms around each other in a group hug.

"I can't believe you're really here, Doc!" exclaimed Rogue.

Jean smiled at her. "I missed you," she said. "Both of you." She turned to Scott. "I want to see your eyes."

Both Scott and Rogue stepped back in surprise.

"Take them off," said Jean, lifting her hands to take off his shades.

"No," said Scott at once. He lowered her hands. "No."

"Trust me," she whispered. "I can control it now."

Rogue wanted to ask how, but she remained silent, knowing that this was a tender moment for her boyfriend and friend. She understood how deeply they still cared for each other, and never once felt jealous. And she knew, from one of their past conversations, that one of Jean's desires was to see the color of Scott's eyes. If she was being honest, she wanted to see them, too...

Jean slowly took Scott's shades off of his face. He had his eyes tightly shut.

"Open them," she said softly. "You can't hurt us."

Rogue stood beside Jean so that she could look at him clearly. They watched him slowly open his eyes. His eyes glowed red, but the glow quickly faded away, revealing clear blue eyes. Rogue was taken aback.

"You have beautiful eyes, Scott," she murmured, completely lovestruck all over again.

Scott carefully looked at them both. "You both look so beautiful."

The southern belle blushed, but smiled brightly. Jean smiled, too, but then she gasped suddenly.

"What is it?" Scott asked immediately. Rogue quickly took his shades from Jean and handed them to him, and he put them back on.

"Something's happening," said Jean frantically. She heard a voice eerily similar to hers say,

_**I'M FINALLY FREE!**_

Scott and Rogue watched her eyes slowly blacken, and felt wind swirling around them. Using telepathy, Rogue was able to figure out what was going on. She sensed a new presence in the older woman, and it was dangerous and deadly. Fearing Scott was in danger from this display, she pushed him out of the way and stood in front of her.

"Marie!" Scott groaned from the fall.

Rogue ignored him and stared into Jean's black eyes. "I don't know who you are, or what you're doing inside of Jean," she said, narrowing her eyes, "but you are not gonna hurt Scott!"

And disregarding her own safety, she ripped off her gloves and placed them onto Jean's face, forcing her powers to kick in immediately...

* * *

_Rogue... Rogue... Rogue... Rogue..._

Professor Xavier's thoughts echoed in the minds of everyone in the mansion. Hearing him whisper Rogue's name, Logan immediately ran from his room and down the stairs. Ororo caught up to him.

"What happened?" she asked quickly.

"No clue!" he answered. They both ran to the professor's office. "Professor, you okay?"

His wheelchair was facing the windows. Slightly turning his head, the only thing he said was, "Get to Alkali Lake."

* * *

Logan and Storm took the X-Jet to Alkali Lake. When they reached it, they found a massive cloud covering it. They carefully landed the Jet on the ground in the midst of the cloud.

"You don't want to be here," Storm noted as they exited the Jet.

"Do you?" Logan rebuked. She didn't answer.

They slowly walked through the mist. Logan looked around and saw a few rocks floating gently around them. As soon as he saw them, they fell back into more fog.

"I can't see a damn thing," he grumbled.

"I can take care of that," said Storm calmly. She stopped walking, her eyes glowing white, and within seconds, the cloud had disappeared.

They observed their new surroundings. Rocks, twigs, and even water droplets from plants and the lake were floating leisurely along the rocky ground. It was as if gravity had stopped working properly, though the two X-Men were unaffected.

"Logan? Storm?" They heard a familiar voice approach them. They turned to their left to see Scott running towards them from behind a boulder, holding an unconscious Rogue in his arms.

"What the hell happened?" Logan demanded, carefully examining the young woman. Storm went to investigate behind the boulder.

"I don't know," said Scott shakily. "She's still alive, but she won't wake up."

Logan gritted his teeth. "How did this –"

"LOGAN!" Both men jumped at Storm's shriek. They ran to her.

"Oh, God," Logan gasped, seeing who Storm had found.

Jean Grey was lying on her back, unconscious like Rogue.

"She's alive," said Storm in utter disbelief.

Logan almost laughed in relief, turning to Scott. "You guys were right."

* * *

Arriving at the mansion, the professor had briefly inspected Rogue before telling Scott that she would wake up fine in less than an hour. Absorbing Jean had left both women unconscious, but Rogue would be able to recover on her own. While Scott took her to their room, Professor Xavier had Jean set up in the med lab, a computer monitor showing a scan of her brain.

"The sheer mass of water that collapsed on top of Jean should have obliterated her completely," he told Logan from his position behind Jean's head. "The only explanation of Jean's survival is that her powers wrapped her in a cocoon of telekinetic energy."

_Thanks to_ _**her**__,_ he thought grimly to himself.

Logan walked over to look down at his unconscious love. "Is she gonna be okay?"

The professor looked up at him. "Jean Grey is the only Class Five mutant I've ever encountered, her potential practically limitless. Her mutation is seated in the unconscious part of her mind, and therein lay the danger." At Logan's curious look, he explained, "When she was a girl, I created a series of psychic barriers to isolate her powers from her conscious mind. And as a result, Jean developed a dual personality."

Logan frowned. "What?"

"The conscious Jean, whose powers were always in her control, and the dormant side, a personality that, in our sessions, came to call itself the Phoenix – a purely instinctual creature, all desire and joy, and rage."

Logan closed his eyes, taking the information in. "She knew all this?"

The professor shook his head. "It's unclear how much she knew. Far more critical is whether the woman in front of us is the Jean Grey we know...or the Phoenix furiously struggling to be free."

"She looks pretty peaceful to me," Logan observed.

"Because I'm keeping her that way," said Professor Xavier. "I'm trying to restore the psychic blocks and cage the beast again."

At this, Logan stared at the professor suspiciously. "What have you done to her?" he questioned roughly.

Professor Xavier could sense his suspicions. "Logan, you have to understand –"

"You're talkin' about a person's mind here, about Jean," Logan interrupted him, raising his voice.

"She has to be controlled," Professor Xavier insisted.

Logan glared at him. "Control?" he repeated, stepping closer. "You know, sometimes when you cage the beast, the beast gets angry."

The professor stared back at him. "You have no idea," he whispered. "You have no idea of what she's capable."

Blinded by his fury, Logan couldn't see the fear in the professor's eyes. "No, Professor. I had no idea what _you_ were capable of."

"I had a terrible choice to make. I chose the lesser of two evils."

"Well, it sounds to me like Jean had no choice at all," Logan shot back.

Professor Xavier looked down. "I don't have to explain myself, least of all to you." He ignored Logan's look of disgust as he went back to containing the Phoenix. He barely registered him storming out of the med lab.

**And there's Chapter Three! What will happen when Rogue and Jean/Phoenix wake up?**

**About the whole Class Grading System for mutants, I wonder exactly how it's supposed to work. I would assume that Rogue would also be a Class Five mutant, seeing as her power is to take other mutants' powers to use for herself. But some people believe that she's a Class Two or Class Three mutant. I wish the movies had more time to properly explain the Grading System.**


	4. Chapter 4

**Chapter Four: Jean's True Power**

**And here's Chapter Four! The girls are gonna wake up...**

**I probably should've addressed this last chapter, but whatever. I'm sure I'm not the only one to wonder why Jean/Phoenix sent those visions to Scott, only to kill him as soon as she's free (unless there's an official in-universe explanation somewhere). So I've spent some time thinking about it, and here are my thoughts:**

**Jean missed Scott, because she still loved him, and knew that he would want to save her, since he never moved on from her sacrifice. Phoenix, however, isn't so quick to get too attached to anyone, lest they try to control or betray her. And perhaps she found Scott useless after he found her, but she's nothing without Jean, so she gave Jean one last moment with him before getting rid of him. Of course, in this version, this decision was ruined by Rogue, and Scott gets the chance to live.**

**0001234: Let's just say, when Rogue wakes up, she gets back something she lost. I didn't write a scene where she actually does lift the Jet, because there isn't a scenario that requires it in my opinion. She is gonna be picking up some other heavy stuff (and people), though.**

**Hope10: I already wrote out a scene as to how I envision Rogue trying to pep talk Jean would look like, and until I post that chapter, I've got time to make adjustments if I feel it needs it. But I'm already liking it! We're actually gonna have Scott thinking about the cure right at the beginning of this chapter, and we'll get some of Rogue's thoughts next chapter. And yes, they will go with Wolverine, Storm, and Charles to Jean's house. After all, it's not a spoiler if it's obvious. ;)**

**genbo: If Charles claims Jean to be the only Class Five mutant he ever encountered, then I guess Rogue is right behind her at Class Four. I wonder whose idea it was to introduce this grading system; I can't help but remember the whole "midichlorians" issue. Anyway, thanks for your feedback!**

**Mezita: Yes, Rogue is very powerful. Actually, having Jean's power (and also Charles' power) is gonna come in handy for her later in the story, just before the final battle.**

**Thewriternextdoor: I'm glad, too! Saving her from getting the cure (and saving Scott from being killed off) was actually one of the first things I wanted to do when starting this AU, along with pairing them together. And it just went from there.**

**And Happy Father's Day! Yeah, this chapter has nothing to do with appreciating our fathers, but still!**

**Disclaimer: I don't own _X-Men_.**

* * *

Scott sat in a chair in his and Rogue's bedroom, waiting for his girlfriend to wake up. While waiting, he'd been doing some thinking. Some time between the ride back and the professor's prognosis on Rogue, Storm had informed him of the so-called mutant cure that had been announced. At first, he couldn't believe how low humans could steep, but now that he had more time to really think about it, he understood why some mutants would want it.

After all, ever since his accident, he had been unable to properly see without shooting optic blasts out of his eyes. Though he was forever grateful for his shades and visors, he missed being able to see in colors other than red. This cure did sound tempting at first, but he knew better. Though most humans hated mutants, he still felt proud to have used his powers to save their ungrateful asses from dangerous threats on many occasions. Even if he never regained control, he would keep using his powers to protect those that deserved it.

But those brief seconds of seeing the two most important women in his life in full color were simply amazing and unforgettable.

Speaking of one of those women...

Rogue began stirring, softly groaning. Her eyes slowly opened.

"Marie," he said, getting up to sit on the bed beside her.

"Scott?" she asked sleepily. "What's goin' on?"

He began stroking her hair. "You just recovered. Something happened when you touched Jean."

Immediately, Rogue sat up, wide awake. "How's Jean? Is she okay?"

"Calm down, she'll be fine," Scott assured her. "The professor has her set up in the med lab. She should be waking up soon. But are _you_ okay?"

Rogue closed her eyes. The last half hour or so was very interesting for the southern belle. She had found herself in a dreamlike world that she recognized as her own mind, and was joined by the new Jean psyche. This was the first time she had ever absorbed her.

'Jean' had thanked her for trying to attack the Phoenix, and for protecting Scott. Rogue was confused, but she quickly learned about the dual personality Professor Xavier had suppressed within Jean, whom it seemed was strong enough on her own to protect herself from being drained. The younger woman had found herself angry with the professor, but 'Jean' assured her that things would turn out the way they need to.

Rogue explained all this to Scott, who also found himself questioning Xavier's actions.

"But there's something else," she added, a smile forming. "I finally got control of my powers."

Scott's eyes widened. "Y-You did? How?"

She shook her head. "I'm not entirely sure, but Jean helped me, like how she could control your power." All she remembered before waking up was Jean's psyche telling her that she wanted to give her a parting gift, then gently taking her hands in her own.

Without another word, she held her breath, and gripped Scott's hands with her own bare ones. They both patiently waited for five minutes, her limit, to pass.

Soon, five minutes turned into six...then seven...and nothing happened. Her breathing quickened, savoring the warmth of his skin on her hands.

"Marie," said Scott, smiling as he squeezed her hands, "this is a miracle!"

Rogue only nodded giddily. Then she leaned in, and he leaned in, too. Their lips met in a passionate kiss.

For six years, they had to be careful when kissing each other's bare lips; Rogue still felt guilty for hurting him the first time they kissed. So they tried kissing through scarves and other thin pieces of fabric, and kept bare kissing to a minimum.

But now, thanks to Jean, she finally had control. For the first time since her powers manifested, she truly felt like her old self.

They sensed things getting a bit heated, so they pulled apart, breathing heavily.

"I knew it would happen, Marie," Scott said softly, kissing her forehead.

"Thanks for not giving up on me," she said. Then she looked shyly at him. "Scott..."

"What is it, angel?" he asked, playing with a white strand of her hair.

She bit her lip, her cheeks beautifully turning pink. "I want you to touch me."

* * *

While Scott and Rogue experienced their first true intimate moment, Logan had went back into the med lab after Professor Xavier left. He just stood there, watching Jean. She had some kind of helmet placed around her head that he assumed helped in containing Jean's power. He couldn't help himself as he traced his hand down her face.

Logan couldn't believe that the professor could have done something like this to anyone. He didn't need to be psychic to know that containing this Phoenix within Jean could potentially backfire. Remembering what he said about when she woke up, he couldn't suppress the growing fear that Jean would wake up as a completely different person.

Suddenly, Jean's hand snapped up and gripped his wrist, interrupting his thoughts. The helmet lifted itself off of her as she opened her eyes.

"Jean," Logan murmured.

She blinked and turned to look at him. "Hey, Logan," she whispered, a small smile on her lips.

"Welcome back," he smiled back, albeit nervously.

Jean let go of his wrist and stared up at the ceiling. "Back where we first met. Only I was in your place and you were in mine."

Logan let go of the breath he was holding. Her memories were intact, so she seemed to be fine. "You okay?" he asked her.

Her smile grew. "Yeah. More than okay." She looked back at him, biting her lip. "Logan, you're making me blush."

He stared at her, amused. "Are you reading my thoughts?"

"I don't have to," she replied, her eyes full of lust and want.

They shared a deep, intense look. She sat up on the slab and spread her legs so that they were straddling his waist.

After a few seconds of soaking up each other's presence, their lips met. Unlike Scott and Rogue's gentle yet passionate kiss, this was more hungry and desperate. They ignored the computers whirring.

Logan rested his body on top of hers as they made out unabashedly on her slab. He was so glad to have her back, and he tried to show it through his love for her. As he planted kisses all over her face, she scratched down his arms, her sharp nails cutting his skin. He let out a pleasured groan as the scratches healed instantly. He began kissing her neck, holding her leg around his waist, and she stroked his hair, both panting heavily.

Then he saw her eyes blacken for a brief moment...

"Wait." He pulled back.

"No!" she protested, using telekinesis to take off his belt.

He jumped off of the slab, adjusting his clothes, and Jean sat up with a playful, seductive look. He knew very well that this woman returned his feelings, but seeing her eyes darken for a split second had him wondering if she really was all right. Or if this was actually the Phoenix he was kissing...

"Jean," he said worriedly, "this isn't you."

"Yes," she purred, pulling his face back to hers. "Yes, it is me."

He pushed her off. "No. Maybe you ought to take it easy, huh? The professor said you might be...different."

He didn't miss the change of expression on her face as soon as he said the words 'the professor'.

"He would know, wouldn't he?" she asked. Though she appeared to be calm, Logan could sense a strange fury in her. "What? You think he's not in your head, too? Look at you, Logan. He's _tamed_ you!"

He took a step back, frowning at her. "What did you do to Rogue?"

This question seemed to stir something in her. The fury on her face disappeared as her eyes widened.

"Jean?"

She looked around, frightened. "Where am I?"

Slightly relieved, for this appeared to truly be Jean, he gently grasped her shoulders. "You're in the mansion. You need to tell me what happened with Rogue. When Storm and I got to Alkali Lake, she was unconscious. She touched you, didn't she? Tell me what happened."

She looked down, trying to remember what had happened. Then it came back to her: escaping the water, embracing Scott and Rogue, seeing Scott's eyes, Rogue pushing Scott out of the way before draining her... She heard a faint cry of a phoenix...

"Oh, God," she whispered, her eyes widening in horror. She had been about to kill Scott! Rogue had drained her, to stop her from killing him! She could have killed them both!

The computers whirred stronger than before, screws were unscrewing themselves, and everything was rapidly shaking or floating.

* * *

"Scott, wait!"

Scott pulled his hands out from underneath Rogue's shirt, having been caressing her chest and stomach as they kissed.

"Is this too much?" he asked quickly, looking down at her.

She shook her head, but she looked alarmed. She now had Jean's powers, and she knew... "Something's wrong with Jean!"

* * *

Logan cradled Jean's face in his hands. "Look at me." Her eyes began welling up. "Jean, stay with me. Talk to me. Look at me. Look at me!"

"No!" she moaned, tears streaming down her face.

"Focus! Focus, Jean!"

The rattling slowed down, but Jean didn't stop crying.

"Kill me..." she whispered.

Logan's heart stopped momentarily. "What?"

"Kill me before I try to kill someone again!" she sobbed desperately. "Please!"

He shook his head. "Don't say that. Stop it." There was no way in hell he would do something like that, not when he got her back after six years of mourning...

"You don't understand! Marie drained me to stop me from killing Scott, I could've killed them both!" Her eyes darkened. "**KILL ME!**"

Everything began shaking again, and the glass cabinet doors completely shattered.

"Stop it!" said Logan firmly, still holding her tear-stained face in his hands. "Look at me, Jean. It'll be all right, they're both fine. We can help you. Okay? The professor can help. He can fix it."

Hearing him mention the professor again caused her to flare up, her eyes blackening. "**I DON'T WANT TO FIX IT!**" She kicked him off of her, and he hit the wall. She slid off of the slab and walked towards the door, disintegrating it.

She soon left the mansion.

* * *

Scott, Rogue, and Ororo ran into the med lab.

"Logan?" Ororo immediately knelt beside him and helped him sit up.

"What happened?" Scott asked at once. "Where's Jean?"

"Jean?" Logan asked blindly as he sat up. "Jean!"

Xavier wheeled himself in, glaring at Logan. "What have you done?"

They looked at him. Only Rogue matched his anger.

"You," she said quietly, but they could all sense her anger, especially Xavier. "This is your fault. You contained Jean's power for so long. You hid away an important part of her instead of helping her control it!"

"Marie!" said Scott, grasping her arms. "Calm down." Even though he couldn't say Rogue was completely in the wrong, he knew that they needed to keep it together if they were going to get Jean back. The X-Men couldn't split up, not any further.

"No, Scott!" she shouted, shaking him off. "She never had the chance to control that part of her! If it weren't for me, she could have killed you!"

"What?" Ororo gasped. She looked at Logan, who only nodded.

Xavier stared at Rogue, but chose not to respond to her accusations. Like with Logan, he believed he didn't need to explain his actions to her. He turned back to Logan. "I warned you," he said gravely. He closed his eyes.

They watched him, waiting...

"She's left the mansion," he said, "but she's trying to block my thoughts. She's so strong." He opened his eyes, a hint of fear in his eyes. "It may be too late."

**And there's Chapter Four! Rogue now has control of her powers, but Jean's out of control! Will the X-Men turn on each other, or will they stick together long enough to get to Jean?**

**And to answer the question of whether or not Rogue absorbed some of Phoenix's power: No, she did not, nor did she fully remove Jean's psyche from her body. She's still in there, but she's weaker. And this doesn't mean that Rogue is responsible for the Phoenix rising, either. She's just grown stronger the whole time she was suppressed, no thanks to that radiation field from Magneto's conversion machine. Remember, she was showing herself moments BEFORE Rogue drained her; she helped Jean survive the flood, after all. And besides, in the last movie, Jean/Phoenix was parting said flood, helping the X-Jet fly, preventing Nightcrawler from teleporting to her, AND speaking telepathically through Xavier (or Rogue, in this version) all at the same time. So we can assume that the Phoenix is much too powerful to be drained by Rogue. I mean, this movie kept on emphasizing how powerful she's supposed to be, so why not throw this in as well? Lol.**


	5. Chapter 5

**Chapter Five: Out of Control**

**And here's Chapter Five! Anyone remember when I said in the past that I had written a scene about Rogue being bad-ass that surprised/scared me? Well, it's in this chapter! I have no clue where it came from, it just showed up as I was typing, lol. I hope y'all like it!**

**Thewriternextdoor: Well, I did write "a heartbreaking loss" in the summary for a reason... :(**

**genbo: Thanks!**

**0001234: I'm glad you liked it! Yeah, poor Scott and Rogue getting cock-blocked by Phoenix, XD. And yes, someone had to call Charles out! (Well, Logan already did, but whatever) This chapter's gonna be crazy! And no, I didn't see _Dark Phoenix_. At some point, I was a tiny bit interested, but then that interest imploded when I kept seeing video titles saying how bad it was, so I was like, "Yep, not gonna see it."**

**Sam: Hey, we have the same name! Don't worry, Scott and Rogue will have plenty of "screen time" together in the chapters to come! (Most of them, at least)**

**Disclaimer: I don't own _X-Men_.**

* * *

Ororo parked the car across the street from the Grey house. She, Scott (who now wore his visor, just in case), Rogue (who left her gloves behind), Logan, and Charles stepped out and headed for the house. Rogue had insisted on joining them, the only reason she gave being that she was involved as much as the rest of them. Charles didn't want to have to deal with her anger towards him, but at the same time, he didn't want to make her even angrier by telling her no, so he reluctantly agreed.

"Wait for me here," Charles ordered them.

"What?" Logan questioned.

"I need to see Jean alone," said Charles.

"So no one can watch you try to correct your mistake?" Rogue sneered.

"Marie," Scott scolded her. He pulled her aside and whispered, "I know you're angry, and I'm not saying you shouldn't be, but we can't turn on each other. Not now."

She rolled her eyes, but whispered back, "Fine."

Then the group noticed that they weren't the only visitors.

"You were right, Charles. This one _is_ special." Magneto stood before them.

"What the hell are you doing here?" Logan demanded.

Magneto smirked. "The same as the professor. Visiting an old friend."

Rogue was the only one to realize that a certain someone who always hung around this man was missing.

"Where's my mother?" she questioned him.

He raised an eyebrow at her. "Mystique? I'm afraid she's no longer of use to me. Or any mutant for that matter."

Rogue put two and two together. On the way to Jean's old house, the others had informed her of the new mutant cure. During that time, she couldn't help remembering her first day at the mansion, asking Ororo if the professor could cure her. Now that she had those private sessions with him, and trained with her peers, though, she would never dream of throwing away her gift.

Especially now that she got control.

"She got cured?"

"She took the fall for me," said Magneto nonchalantly, lifting his helmet without a care to allow her and Charles to see what happened. "But now she's paying the price."

The southern belle caught a glimpse of the humanized Mystique begging for Magneto to help her. She shook her head as he placed his helmet back on. "So, that's it? She takes a hit for you, and you just turn your back on her like that?" She narrowed her eyes at him. "You must be here to recruit Jean, to replace my dear mama."

"That won't happen, Rogue," Charles tried to assure her, but stopped when she turned her glare back at him. He addressed Magneto, "I don't want trouble here."

"Nor do I, Charles," Magneto agreed seriously. "So, shall we go inside?"

The two old friends headed for the house together. The X-Men saw four mutants they've never seen before standing in front of the house, as if they were guarding it.

These four mutants had been recruited into Magneto's growing Brotherhood army against the humans: Juggernaut, gifted with super strength and durability; Callisto, gifted with super speed, enhanced hearing, and the ability to read other mutants' power; Arclight, who had the ability to create shock waves; and Quill, who could extend porcupine-like spikes from his skin.

"I came to bring Jean home," said Charles firmly. "Don't interfere, Erik."

Magneto chuckled. "Just like old times, huh?"

"She needs help," Charles insisted. "Jean is not well."

"Funny," said Magneto. "You sound just like her parents." He stopped and said to Juggernaut, "Nobody gets inside."

Approaching the door, he magnetically turned the door knob, and the door swung open. He and Charles entered the house, keeping their guard up as they looked for Jean. They passed by a water cooler, in which the water was rapidly moving as if it were boiling. A ceiling light was swinging, framed pictures were quaking on the walls, and a teapot was whistling on the stove. They ignored all of it.

They found Jean sitting on a chair in a library-like room, with furniture floating about a foot in the air. She had chosen to wear red and black: red off the shoulder sweater, red pants, and black boots. She let everything drop as a sign of her acknowledging their presence. Charles wheeled himself in front of her.

"I knew you'd come," she said quietly.

"Of course," he said, nodding slowly. He had to be cautious, for he was unsure whether this was Jean influenced by Phoenix, or Phoenix herself. "I've come to bring you home."

"I have no home," she growled.

"Yes, you do," he said patiently. "You have a home and a family."

"You know," Magneto spoke up, moving to stand beside Charles, "he thinks your power is too great for you to control."

"Erik..." Charles warned him.

"I don't believe your mind games are going to work anymore, Charles," Magneto sneered.

"So you want to control me?" Jean whispered, narrowing her eyes.

"No," said Charles quickly.

"He does," Magneto smirked.

"No," Charles said again, glaring at Magneto. "I want to help you."

"Help me?" she repeated. "What's wrong with me?"

"Absolutely nothing," Magneto insisted.

"Erik, stop!" Charles snapped.

"No, Charles! Not this time!" Magneto shot back. "You've _always_ held her back!"

Charles looked back at Jean. "For your own good, Jean."

A lamp was flung from a side table and smashed against the wall.

"Stay out of my head!" Jean snarled.

* * *

Outside the house, the wooden gate swung shut and the mailbox was quivering, confusing the mutants.

The X-Men were still standing by the car.

"I'm goin' in," said Logan, but Ororo stopped him.

"The professor said he'd handle this," she said.

Rogue snorted. "He also said Logan was the one Magneto was after six years ago, and guess who it REALLY was?"

"Marie," Scott groaned, not wanting to be reminded of the Statue of Liberty incident.

"And we have a winner!" she shouted sarcastically, drawing strange looks from the Brotherhood.

* * *

By now, every door in the house had swung shut, and more objects and furniture were hovering in the air. Jean was shaking.

"Look at me, Jean," said Charles. "I can help you. Look at me!"

"No," she objected, an angry tear slipping. "Get out of my head!"

His wheelchair was violently pushed back.

"Perhaps you should listen to her, Charles," Magneto suggested.

Charles ignored him. "You must trust me. You're a danger to everyone and yourself! But I can help you!"

"I think you want to give her the cure!" Magneto accused.

They could see that Jean was trying to hold back sobs.

"Look what happened with Scott and Rogue!" Charles shouted, effectively pouring salt on the wound. "You nearly killed your closest friends because you couldn't control your power!"

"NO! STOP IT!"

The window behind her exploded, Charles was pushed back again, and Magneto was sent flying back into the kitchen. Wind was swirling in and out of the house, and everything was flying around them.

* * *

Juggernaut stepped forward, sneering at Logan.

"I heard your claws can cut through anything," he said. "Wanna take a shot?"

"That's it," Logan snapped, drawing his claws. He headed for Juggernaut.

"Finally!" Rogue yelled impatiently, clearly itching for a fight. She and Scott ran towards the house to fight with the new members of the Brotherhood as Ororo flew into the air, wind swirling around her and her eyes glowing white.

Juggernaut made a run towards Logan, the impact sending him flying over his shoulder. Then he picked him up and threw him through a window of the house.

"You're not a very good bodyguard!" Rogue taunted Juggernaut as she threw punches at Arclight.

Ororo rapidly spun in the air, spiraling towards the house and smacking Callisto and Quill about. She landed and shot bolts of lightning at Callisto, sending her smashing right through the front door.

Soon, they were all fighting inside: Rogue was fighting Arclight, Scott was fighting Quill, Ororo was fighting Callisto, and Logan was fighting Juggernaut. All the tussling was further destroying the house.

* * *

Jean was staring hard into Charles' eyes, who stared back. Neither of them paid any attention to the flying objects, or the fighting that had begun in various parts of the house.

_I can help you control it,_ Charles said telepathically.

_Leave me alone, Charles,_ she said back. _I won't let you do this to me again!_

"Jean, let me in!" he shouted desperately.

_Stay out of my head,_ she said. It sounded like a warning. _You're just making it worse!_

In the living room, Callisto was mercilessly beating Ororo, using her super speed to zip around and bashing her head into the glass coffee table. In the kitchen, Magneto had fallen in front of the sink, from which water was flooding the ceiling. He had a clear view of the two telepaths.

Charles continued to stare deep into Jean's eyes. _You will destroy everything you love if you don't let me help you!_

_You're slipping, Professor,_ she whispered.

He watched fearfully as her eyes blackened and her face darkened a sickly purplish-gray. He knew now that it wasn't Jean this time...

_Phoenix, I want you to stop this!_

_I am more powerful than you._ She stood up. _I have always been more powerful than you._

The Phoenix had arisen.

* * *

Scott was having a hard time firing precise optic blasts at Quill, who was fairly agile, so he resorted to physical fighting, narrowly avoiding his spikes. Rogue, yelling angrily, wasn't even giving Arclight any chances to fight back, for she was furiously bashing her all over the place, not even stopping to catch her breath. Callisto kept throwing Ororo around, and Logan was trading punches with Juggernaut.

Soon, Ororo finally caught her breath, her eyes glowing white again, and threw lightning at Callisto. Logan held Juggernaut in a headlock, lodging his claws into his helmet, and extended his other claws in Ororo's direction.

"Storm!" he yelled.

She shot lightning at his claws, which flowed through him and out his other claws. Juggernaut was then electrocuted and knocked out.

Arclight was lying on the floor, having been painfully beaten. Rogue didn't hesitate to choke her and purposely drain her.

"Rogue!" Scott shouted, running to pull her away from the suffocating mutant. "Don't let your anger control you! You could kill her!"

It took a few agonizing seconds, but Rogue eventually pulled away, leaving Arclight to writhe on the floor in pain and gasp for air.

* * *

To Magneto's horror, Phoenix had lifted Charles out of his wheelchair.

_You always knew this day would come,_ she said. _I won't let you do this to me again!_

_Let me in!_ Charles ordered. He remained completely still as he hovered in the air. _Bring Jean back or suffer the consequences!_

But Phoenix wouldn't listen. She accused him of abandoning her and Jean, as well as wanting to destroy her.

_Let Jean be herself again!_ he commanded.

_You set in motion the chain of events._

Along with Charles, the house began to lift into the air, and the fighting mutants were all flung to the ceiling.

_I AM power!_ Phoenix declared.

_You can't control your power!_ Charles felt the skin on his hands and pieces of his suit peel away, but he never tore his eyes off of her.

_Now and forever!_

"No, Jean!" Magneto shouted. "JEAN!"

_**I am Phoenix!**_

* * *

The X-Men and the Brotherhood (except for Arclight, who was severely weakened) tried to move along the ceilings, but to no avail. Only Logan had a chance, sticking his claws in the ceiling to crawl to the doors of the room Phoenix and Charles were in. Soon, he managed to reach the doors and pried them open. He peered in to see what was happening.

Everything in the library had slowed down, as if time had frozen. Phoenix raised her arms, like her namesake would raise its wings, her glare forever fixed on her former mentor.

Charles looked at her sadly. "Don't let it control you," were his last words. Then he locked eyes with Logan. The smile he gave him said it all: he forgave him and Rogue for their harsh words towards him, and held nothing against them.

Logan yelled out in anguish, unable to find words.

"CHARLES!" Magneto screamed.

Charles Xavier was suddenly obliterated. The X-Men and the Brotherhood were flung outside of the house as it crashed back onto the ground.

Magneto slowly stood up, not believing what he had seen. He walked over to Jean (or was it still Phoenix?), giving Charles' wheelchair a brief, sad glance.

"My dear," he said gently to her, "come with me." He helped her up. Phoenix (or Jean?) said nothing, but allowed him to lead her away.

Logan, Ororo, Scott, and Rogue quickly ran back into the house. Magneto, Jean, and the rest of the Brotherhood were gone, and all that was left was Charles Xavier's empty wheelchair.

"Oh, God! No!" Logan shouted, falling to his knees in despair. He let out hard sobs.

Ororo began crying as well, throwing her arms around Logan's back. Rogue and Scott held each other as they too began shedding tears. Logan and Rogue seemed to be sobbing the hardest, for the last conversations they each had with the professor were an argument and a harsh accusation. And Rogue nearly killed someone out of her anger towards him! But he had forgiven them in the end...

The X-Men mourned the death of their leader in the destroyed house of their transformed teammate.

**And there's Chapter Five. What do you think of my portrayal of Rogue in this particular chapter? Do you think her anger at the professor was justified? How did you like her fight scene? One thing's for sure: don't mess with the Rogue! I imagine that she was taking all her anger for both the professor and Magneto out on Arclight. I say Magneto, too, because even though her relationship with Mystique is rather toxic, not even she would've wished for her to be cured and left behind.**

**I used the extended version of the fight in and around Jean's house, or at least most of it. I also included the telepathic fight between Charles and Phoenix, but it was a bit hard to understand everything that they said, even with headphones. I just wrote the words I could hear clearly. This scene is on the DVD, but it only played their telepathic dialogue (everything else was completely silent). Some people have uploaded it on YouTube, but one person cleverly combined the audio of the original scene AND the telepathic battle. This one is my personal favorite, and makes me further wish it was that way in the original cut. The video is called "X-Men: The Last Stand, Phoenix VS Xavier EXTENDED", uploaded by Jo Jo.**

**And yes, the X-Men and the Brotherhood were really flung out of the house when it crashed back down. I know, it was hard for me to notice at first.**


	6. Chapter 6

**Chapter Six: Remembering the Professor**

**And here's Chapter Six, where we take a breather to acknowledge the passing of Charles Xavier...who comes back to life after the credits. Seriously, no one seemed to stay truly dead in the original series, except, to quote CinemaSins:**

"**Well... Cyclops does. Because, f*ck Cyclops." Poor Scott, lol.**

**genbo: Yes, she is, and I'm glad you liked it! Thanks!**

**0001234: Holy shit indeed! Yeah, Rogue nearly lost herself last chapter, but she certainly kicked ass! I'm happy you liked it! And oh, Charles. He didn't want to listen to anyone, did he?**

**Mezita: It's all good! Yeah, no one likes tension between family and close friends. I said a while ago that Rogue actually didn't take Phoenix's powers, because I decided that Phoenix was powerful enough to prevent it, but if she did, it probably would've influenced her anger. I never read the comics, nor watched much of the 90s _X-Men_ cartoon, but from what I gather, the Phoenix Saga just doesn't translate well onto the big screen.**

**Hope10: I'm so glad my Rogue scenes last chapter were so well-received! Honestly though, if it was this easy to write a bad ass fight scene with her, then surely it could've happened in the original movies. But anyway, this won't be the last time Rogue kicks ass in this story, I promise! :D**

**Guest: Well, she doesn't blame herself for his death, but she is still pretty sad about it. After all, the last time she spoke to him, she was yelling and sneering at him.**

**Thewriternextdoor: Oh, she planned on it, but someone beat her to it. ;)**

**Disclaimer: I don't own _X-Men_.**

* * *

Charles Xavier's wheelchair was placed in his office at the mansion, where it would likely never be moved from again. Scott, Rogue, and Ororo arranged a memorial service for the professor, where they had a small monument built with his portrait above his name, and the words 'Father', 'Teacher', and 'Leader' engraved beneath.

Ororo, Scott, and Rogue gave their speech together, all three of them fighting back tears.

"We live in an age of darkness," Ororo began, "a world full of fear, hate and intolerance. But in every age, there are those who fight against it."

"Charles Xavier was born into a world divided," Scott continued, holding Rogue's bare hand tightly, "a world he tried to heal – a mission he never saw accomplished. It seems the destiny of great men to see their goals unfulfilled."

Logan stood a few feet away from the crowd, listening to the speech.

"Charles was more than a leader, more than a teacher – he was a friend," Rogue concluded, clutching a white rose in her other hand. What she wouldn't give for a chance to apologize to him... "When we were afraid, he gave us strength. And when we were alone, he gave us a family. He may be gone, but his teachings live on through us, his students. Wherever we may go, we must carry on his vision. And that's a vision of a world united."

With a sigh, Logan turned and left. Everyone stood in unison, and Rogue stepped forward to place the rose on the monument.

* * *

Later that evening, Kitty cried on her bed. She heard knocking on her door.

"Kitty?" It was Bobby.

Wiping her eyes, she sat up to see him entering her room. "Bobby?"

He walked towards her and sat on her bed. "You okay?"

"Yeah," she said unconvincingly. Then she said, "Ah, it's just... Xavier came to my house. He was the one that convinced me to come here."

He smiled a little. "Yeah, me too. We're all feelin' the same way, you know?"

She sighed. "I – I just miss home. The first snow and all of that."

Hearing the word 'snow' gave him an idea. Looking at her dresser, he saw a pair of ice skates on the floor beside it.

"Kitty, get up," he said, standing up. "Come with me."

"Storm told us to stay in our rooms," she reminded him.

He shrugged. "Don't worry. We won't get caught. I mean, you _can_ walk through walls, you know." They shared a giggle. "Come on."

* * *

Holding her skates, he led her to a large fountain.

"This place can be home, too," he told her. He touched the water with his finger, and it instantly froze into their own temporary ice pond.

Kitty fastened her skates as Bobby added ice blades to the bottom of his shoes. Then they skated. They had fun, holding hands and laughing, and doing spins. Kitty spun hard and almost lost her balance, but Bobby was quick to catch her. They giggled, looking into each other's eyes.

"Thank you for this, Bobby," she said sincerely. Whatever she was feeling moments ago, it was replaced by genuine happiness, thanks to him.

Then before either of them knew it, they were kissing. It was brief and chaste, but sweet. They pulled apart, giggling some more as their faces turned pink. They went back to skating for a while before going back inside.

* * *

Rogue, having went to Kitty's room to check on her, saw this from the window.

"Good for you, guys," she said, smiling for her friends.

She was glad Bobby managed to move on from his feelings for her. She had been waiting for one of them to make a move, having to endure them sneaking glances at each other and moments like in their last Danger Room session for years. She even saw them holding hands at Xavier's memorial service.

Which got her thinking about Scott.

* * *

Scott looked up, hearing knocking on his door.

"It's me," he heard his girlfriend say.

"Come in," he said.

She entered their room and shut the door behind her. She sat with him on his bed. He looked like he'd been crying again.

"Sorry I was out," she apologized. "I wanted to check on Kitty, but Bobby beat me to it. They finally made their moves, and it reminded me that I wanted to be close to you."

"Bobby and Kitty?" he repeated, raising an eyebrow.

She nodded. "They've been dancing around their feelings for a while now. You've never noticed because..." She trailed off.

"Right," he mumbled.

"I'm sorry," she said quickly.

"No, it's okay," he assured her. "I just... I can't believe they're gone. Jean's turned against us, and the professor..."

"It wasn't Jean," Rogue reminded him. "It was Phoenix." Then she began to tear up. "I just wish I had a chance to apologize to Charles." Logan had told her that the professor had silently forgiven them both, but she still wanted to talk to him one last time, to truly apologize to him.

He pulled her in for a hug. "Hey, from what Logan said, he'd already forgiven you."

She cried for a bit into his shirt. "I almost killed someone, Scott. I let my anger towards Charles get the best of me, and if it weren't for you..."

"It's not your fault, angel," Scott assured her, pulling back to look at her. "We all make mistakes. The best thing we can do is learn from them."

She nodded slowly, looking intently at his shades, where she knew his bright blue eyes were hiding behind, and were looking into her eyes.

"Scott," she said softly. "I need you. And you need me, too." She stroked his hair. "We need this tonight."

She didn't need to spell it out for him, with or without telepathy. They were craving each other's closeness, touch, and love. She needed her savior, and he needed his angel.

"I love you so much, Marie," Scott whispered, resting his forehead against hers. He truly did, and he didn't know where he'd be without her.

"I love you, too."

They kissed, holding onto each other almost desperately, as if the other would disappear if they let go. Rogue used Jean's telekinesis to lock the door, ensuring their uninterrupted privacy.

* * *

Logan was standing a few feet away from the door to Scott and Rogue's room. His heightened senses alerted him of their growing lust amidst their passion, but he knew better than to interfere. They needed each other tonight. They were doing nothing wrong.

But it made him miss Jean even more. Fighting back tears of his own, he went to his room.

The passing of Charles Xavier broke many hearts, but it had also brought people together tonight.

**And there's Chapter Six! Yep, after being interrupted two chapters ago, Rogue and Scott can finally spend the night together uninterrupted. Aww. Scott being Rogue's savior is a reference to him saving her in the first movie, in case you were wondering. And oh, Scott. You don't want to know where you'd be if Rogue wasn't here...**

**And yes, Bobby and Kitty's kiss was from the extended version of the ice skating scene. Personally, I think that they should've left the kiss in, because it would've drove Rogue further into wanting the cure. The reason it was cut was because the crew thought it looked creepy, because to them, Shawn Ashmore (Bobby) looked too old for Ellen Page (Kitty).**


	7. Chapter 7

**Chapter Seven: Magneto's Army/Saving Xavier's School**

**And here's Chapter Seven! At the last minute, I ended up combining this scene with the next one into one chapter, because I really wanted to include the alternate version of Phoenix and Magneto's scene! But it was incredibly short on its own, so here you go: Phoenix shows off her true power, then the X-Men discuss the future of the school.**

**Also, we can assume that by now, Rogue would've told the others that she got control over her powers, but right now, the future of the school is still weighing heavily on all of them.**

**Thewriternextdoor: Oh, Rogue's gonna have a handful of awesome moments on Alcatraz! As for checking on Kitty, well, I did mention last chapter that she noticed her and Bobby holding hands at Xavier's memorial service. It's safe to assume that she saw Kitty looking sad, and because they're much friendlier in this version, she just wanted to make sure she was okay.**

**0001234: I know, isn't it just sweet? Just don't expect an unrated version or anything; I'm not comfortable writing full on sex scenes. Besides, this story is only rated T. And of course I had to have them give the speech with Ororo! I'm glad you liked it all!**

**Hope10: I'm not sure if they did. If there is an explanation, it's gotta be somewhere on the internet, but I don't remember them explaining it in the movie.**

**genbo: Thank you!**

**Mezita: I'm rather indifferent towards it as well. But thanks!**

**Disclaimer: I don't own _X-Men_.**

* * *

Magneto and the Brotherhood set up their temporary base in a vast forest. He planned to rally together his new brothers and sisters against the humans responsible for creating the cure. Right now, he was just exiting his private underground sanctuary to see Jean (or rather, Phoenix), now wearing a deep red cloak over her equally dark red ensemble, looking over the crowd of mutants who had set up camp. He stood next to her.

"Do you remember when we first me?" he asked her. "Do you know what I saw when I looked at you?" He smiled proudly. "I saw the next stage in evolution, what Charles and I dreamt of finding. And I thought to myself, 'Why would Charles want to turn this goddess into a mortal'?"

He held up a metal mug, and it floated gently in front of them.

"I can manipulate the metal in this," he continued, "but you – you can do anything, anything you can think of."

Instantly, her eyes blackened, and the cup sat straight in the air in front of her. Then it exploded into millions of little pieces that gathered into a small orb of bright, green energy. She smiled at her new creation.

Magneto, however, took a step back. He watched as the orb began glowing brighter, sending waves of destructive energy towards the other mutants. He could see that this energy was hurting them, and could possibly kill them.

"Jean, enough," he said. When she didn't stop, and the mutants continued to scream in agony, he shouted, "ENOUGH!"

The orb quickly vanished into nothingness, and Phoenix slowly turned to glare at him.

"You sound just like _him_," she whispered dangerously.

"Jean," he shook his head, slowly getting over his astonishment, "he wanted to hold you back."

"What do _you_ want?"

He stepped closer. "I want you to be what you are, as nature intended. That cure is meant for all of us. If we want freedom, we must fight for it. And that fight begins now."

He left her standing there. The old man could preach all he wanted about wanting Phoenix to be herself, but she knew better: in the end, he would just use her for his own desires. She was nothing but a pawn in his schemes.

No matter. They would all pay the price soon, as Charles Xavier had.

* * *

Magneto and Pyro walked through the camp. Callisto caught up with them.

"She shouldn't be here with us," she said abruptly, using resentment to hide her fear of Phoenix. "Her power's completely unstable."

"Only in the wrong hands," Magneto assured her.

Pyro scoffed. "You trust her? She's one of _them_."

"So were you once," Magneto reminded him.

The young man didn't want to remember how the X-Men always held him back from using his powers for fun. This was why he chose to be in the Brotherhood, completely abandoning the name John Allerdyce. "I stuck with you all the way. I would've killed the professor if you'd given me the chance."

Magneto stopped him. Callisto stopped as well.

"Charles Xavier did more for mutants than you'll ever know," he said softly, but sternly. "My single greatest regret is that he had to die for our dream to live."

He walked on, Callisto following. Pyro stared after them, thinking over what Magneto said, then hurried to catch up to them.

* * *

Logan, Ororo, Scott, Rogue, Bobby, Kitty, and Hank all gathered in one of the sitting rooms. Scott and Rogue sat together on one of the sofas with Kitty. Logan looked carefully at how closely they were sitting, bare hands entwined. He didn't need his enhanced senses to know what they did last night. Though it made his heart ache for Jean, he was glad that they had each other.

"So what now?" Bobby asked. "What do we do?"

"Professor Xavier started this school," said Hank, "perhaps it's best that it end with him. We'll have to tell the students they're going home."

Scott was about to protest against this, but Rogue beat him to the punch.

"Most of us don't have anywhere to go!" she nearly shouted, standing up. "I don't believe this. You're just giving up? Did you not hear our speech clearly at the memorial service?" When Hank said nothing, she turned to Ororo. "You told me that Charles built this place as a safe haven for mutants, for them to learn how to control their powers for the benefit of mankind. If it weren't for this school and you guys, I would've died in Logan's truck in Alberta, or been captured by Sabertooth, to then be killed by Magneto!"

Scott, Ororo, and Logan all grimaced up at the thought.

"My parents didn't even want me around," Rogue continued, her voice softening. "I don't even know if they still loved me, they were so afraid of me. And Bobby's parents are afraid of him, too."

Bobby looked down, remembering the last time he saw his family.

Scott took Rogue's hand into his own. "Marie..."

But she just shook her head sadly. "I can't guarantee that any of our families would wanna take us back now."

The whole group fell silent. She was right; many of the mansion's residents came from families that couldn't or refused to accept them for being mutants. And the world was still full of people that hated and feared them. If the school closed, they would have nowhere safe to go.

Slow footsteps were heard, and they all turned to the doorway. A young blonde man was standing there, holding bags.

"I'm sorry," he said quietly. "I know this is a bad time. I was told that this was a safe place for mutants."

Hank looked at him. "It was, son."

Rogue looked ready to yell again, but Scott stopped her. Standing up, while still holding her hand, he told the boy, "And it still is. We'll find you a room." He smiled at Rogue, then turned to Ororo and Hank. "Hank, 'Ro, tell all the students this school stays open. I promised Charles that I would take care of everyone if something happened to him. And I never break a promise."

Everyone smiled, and Rogue squeezed his hand. They knew Scott would look after the school well, as Charles did before him. And after Rogue's passionate speech at the memorial service and her strong words from moments ago, they knew she would watch over the school by his side.

The whole time, Logan said nothing.

* * *

Later, he stood before Charles Xavier's monument.

_Logan..._

He spun around. He was sure he knew that voice...

_Logan!_

"Jean?" He looked around, but he couldn't see her anywhere. He kept hearing her voice and seeing flashes of her.

_Logan, where am I?_ she asked desperately. _Logan!_

As he heard her voice, he saw flashes of some kind of camp in a forest. It was all too much. He felt to his knees in pain. Now he understood how Scott felt when Jean sent him distress signals.

_Logan. Logan! LOGAN!_

Finally, it all stopped. Panting, he looked back up at Charles' monument. He knew what he had to do.

He didn't notice Rogue watching him, thinking...

* * *

"I don't know about this, angel," said Scott uneasily after Rogue told him her idea.

"Scott, I know I can handle this," she insisted, looking serious. "I've taken Charles' power more times than I can count on both my hands, and I've taken some of Jean's power, too. I'll be fine."

"But using it just once was too overwhelming for Jean," he pointed out. "And –"

"And it also broke down the barriers holding the Phoenix, I know," she interrupted him, nodding. "But she's still a powerful telepath, and Charles even more so. If I've got both their powers to help me, it shouldn't be a problem."

Scott just shook his head, looking deeply worried. "But what if there _is_ a problem? What if you get hurt...or worse?"

Rogue looked into his eyes through his shades, then pulled him in for a kiss.

"I love you, Scott," she said softly. "And I love that you care so much for me. But I need to do this. I'm the only one who _can_. If we just let Logan go, who knows what would happen to him, or what he'd do if he found her? I promise you, I'll be fine. I know what I'm doing."

Scott sighed. He realized that there was no changing her mind. Even though he wouldn't stop worrying, he had to trust that she did know what she was doing.

"Okay," he said, hugging her tightly. "I trust you."

* * *

Logan hurriedly packed his bag. Wherever that forest was, he was sure it wouldn't be a short trip.

"Where are you going?" Ororo stood in his doorway, her hands on her hips.

"Where do you think?" Logan shot back.

She shook her head. "She's gone, Logan. She's not coming back."

"You don't know that," he growled.

"She killed the professor," Ororo reminded him.

Logan sighed. "It wasn't Jean. The Jean I know is still in there." He went to leave his room, but Ororo didn't move.

"Listen –"

"Outta my way," he said harshly.

"Why can't you see the truth, huh?" she demanded. "Why can't you just let her go?"

"Because – !" He grabbed her shoulders, pinning her against his door. "Because –"

"Because you love her," she finished for him, visibly unfazed.

He backed off, turning away.

"She made her choice," she said firmly. "Now it's time we make ours. So if you're with us, then be with us."

She left his room, trying not to let her tears fall. Even after Jean betrayed them, Logan still loved her. But now was not the time to wallow in her unrequited feelings for him.

And Logan made his choice as he headed for the garage.

"You don't have to do this."

He turned around to see Rogue and Scott.

"If we're gonna get Jean back on our side, then yes, I do," he countered. "If you're gonna try to stop me –"

"We're not," said Scott quickly. "We actually want to help."

Logan raised an eyebrow. "Really? 'Cause judging by what happened the last time you two tried to find Jean –"

"I'm gonna use Cerebro," Rogue interrupted him, used to his attitude by this point.

He stopped to stare at her incredulously. Then he said, "If my memory serves me right, only the professor could safely use it. It was too strong for even Jean."

"Yes," said Rogue, nodding. "But during our sessions, I've been taking more and more of his power, and had plenty of time to control it. And now I've got Jean's power, too, so I should be strong enough to handle it. Besides, what use will Cerebro be if it can't be used ever again?" When he just kept staring, she added, "Look, Scott and I talked about this, and I'm willing to take the risk. If I wasn't, I wouldn't be an X-Man."

Logan looked at Scott, who just nodded. He could tell that, even though he would support Rogue no matter what, he was still worried about her. Hell, he was, too. But she looked determined to go through with her decision, without fear.

Finally, he gave in. "Guess I packed for nothin'," he joked.

Rogue and Scott chuckled with him.

**And there's Chapter Seven! Seriously, Phoenix creating an orb of destructive energy shows just how powerful she is! But what did we get in the final cut? She...took apart a cure gun and threatened Magneto with the needles. If I'm being honest, I think Jean could already do that without the Phoenix. The alternate scene perfectly shows just how limitless the power of the Phoenix is.**

**If there was one thing that should've been in this movie for at least one scene, it was Cerebro. Can't let Rogue's telepathy sessions with Charles go to waste.**

**Also, I learned that Wolverine and Storm, in an early version of this movie, were gonna have a sexual relationship. I mean, I ship them, but not if it's purely sexual, with no love. Yeah, I'm kind of a sap.**

**And in case anyone tries to correct Scott's line, "I never break a promise", saying that he didn't come home, remember that Rogue took it simply as a promise to come back to her. And he technically did, just under different circumstances. She loves him that much, :)**


	8. Chapter 8

**Chapter Eight: At Magneto's Camp/Final Stand**

**And here's Chapter Eight! The idea of Rogue using Cerebro popped out of nowhere. I was making myself a microwave lunch when it sprung on me, and I asked aloud, "What if she used Cerebro?!" (I was home alone at the time). So I put my lunch in the microwave, ran back to my computer to start writing it out, then ran back into the kitchen to mix my food around before putting it back in the microwave, ran back to write some more, saved it before eating my lunch, then finished it. Then I periodically made adjustments. I hope you guys like it!**

**genbo: Thank you so much, I'm glad you liked it! Just remember, patience rewards everyone. :)**

**Thewriternextdoor: Thanks! Of course Scott would ultimately decide to keep the school open. He made Charles that promise in the first movie, after all. Yes, Magneto wants Phoenix to be free, but as she knows, he still just wants to use her as their weapon. She doesn't like being used or controlled. That's how I think she's feeling.**

**0001234: Heck yes! But Logan's not going to the forest, remember? There's no need, since they're using Cerebro.**

**Hope10: I'm so sorry if you're upset about the wait, but the final battle begins next chapter!**

**Seriously though, I am so very much sorry if anyone is getting impatient with me, 'cause I wanna post the final battle, too! Just one more chapter of build-up and Rogue being a better character than she was in the original movie (and, you know, being PRESENT), and THEN the X-Men get to fight the Brotherhood! Thank God I decided to make the last chapter two scenes together, 'cause I would've had serious regrets if I kept them split.**

**Disclaimer: I don't own _X-Men_.**

* * *

Ororo and Hank joined up with them as they went to Cerebro.

"Are you sure you can handle it?" Ororo asked Rogue worriedly.

"Yes, 'Ro, I'm sure," the southern belle assured her.

When they arrived at the doors to Cerebro, they stopped.

"Damn it," Logan cursed, drawing looks from the others. "I forgot, it has a scanner that only allows Charles."

"I know," said Rogue simply, looking amused. "You must have also forgotten who I am." She knelt before the scanner and shape-shifted into Charles Xavier.

"She drained Mystique while you guys had to team up with her and Magneto six years ago," Scott explained. "She told me."

"Fascinating," Hank murmured.

They watched in amazement as the door scanned Rogue's eyes before they heard, "_Welcome, Professor_."

She stood up and shifted back to herself. Before she entered the room, Scott placed a hand on her shoulder.

"Good luck," he said softly. He was just as worried for her as Logan was, but he had faith in her.

Rogue smiled at him and planted a quick kiss on his lips. Then she turned around and walked towards Cerebro. She looked over her shoulder and said, "I'll be fine, Logan."

"Still, someone's gotta be here to make sure it doesn't kill you, kid," he argued, still not quite liking this idea.

She rolled her eyes. "I'm not a kid anymore."

Without another word, she took a deep breath and knelt before Cerebro. She gingerly picked up the helmet and placed it on her head. The doors shut and Logan watched as the familiar red lights that were mutants from all over the world appeared around them.

"You doin' okay?" he couldn't help himself asking barely a minute in.

"Just fine," said Rogue, not moving an inch. After a few seconds, she let out a small gasp.

"What is it?" Logan asked quickly.

"I found Magneto."

"Magneto?" he asked, surprised.

She carefully nodded. "Yeah, he actually took his helmet off. I don't think he expected me to be able to use Cerebro."

She focused on the growing red form that was Magneto...

* * *

In the forest Logan saw in his flashes, Magneto stood above a cheering crowd, joined by Juggernaut, Quill, Callisto, Arclight, Pyro, and the other new recruit, James Madrox, who called himself Multiple Man. Phoenix was standing a couple feet away from them.

"Members of the Brotherhood," Magneto began. "They wish to cure us..." The crowd booed. "But I say to you, we ARE the cure!"

The crowd cheered again.

"The cure for their infirm, imperfect condition called Homo sapiens!" He smiled evilly. "They have their weapons. We have ours."

He turned to look at Phoenix, who looked back at him. He missed the subtle anger in her eyes as he addressed the roaring crowd once more.

"We will strike with a vengeance and a fury that this world has never witnessed!" he boomed. "And if any mutants stand in our way, we will use this poison against them! We shall go to Alcatraz Island, take control of the cure, and destroy its source! And then, NOTHING CAN STOP US!"

Magneto placed his hand over his heart as the crowd erupted into even louder cheers. As Phoenix stood there, Jean sensed a familiar mind seeking them out.

_Marie?_ she asked quickly before Phoenix could stop her. _Hurry!_

* * *

Rogue stopped Cerebro, taking the helmet off. She stood up and faced Logan, both wearing worried looks. They both had, of course, heard Jean's small cry for help. They went to the others.

"I found her with Magneto," said Rogue.

"Where are they?" Ororo asked at once.

"They're on the move," Logan told her. "They're going to attack Alcatraz."

"There are troops stationed on that island," Hank informed him.

Logan shook his head. "Not enough to stop him."

"Let's suit up," said Scott.

Unbeknownst to them, the new boy, Warren Worthington III, had snuck downstairs after them and heard the whole thing. His father was on that island. Sure, he had tried to physically force the cure on him, but he didn't want his father to be attacked, or possibly killed, by angry mutants. He still loved him, after all.

He quickly went back upstairs before he could be spotted.

* * *

"What the hell is that?" Wolverine asked, trying not to laugh.

"My old uniform," Beast chuckled as they walked towards the hanger, adjusting his old-fashioned looking X jacket. "Still fits. Almost."

Wolverine shook his head. When they caught up with Storm, Cyclops, and Rogue (who had abandoned the gloves that originally came with her uniform), they noticed Iceman, Shadowcat, and Colossus also suited up and ready. They had quickly went to get their uniforms after Warren had told them what the X-Men were going to do; they wanted to join them in the battle.

"You're not coming," said Wolverine immediately.

"Hey!" Iceman protested. "We've trained for this."

Wolverine walked up to him. "This isn't the Danger Room, Bobby."

Iceman shook his head. "Logan, we're ready to fight."

"Fight for what, hmm?" Wolverine raised his eyebrows when Iceman didn't answer. "You better know the answer, 'cause you go to war, you might not come home." He pointed to Shadowcat. "_She_ might not come home. You ready for that?"

"Logan," said Rogue, narrowing her eyes at him as she stood beside Shadowcat to place a comforting hand on her shoulder, "I'm going, because it's my fight just as much as yours. But I know they're ready, too. I told you I'm not a kid anymore, and the same thing applies to them."

"She's right, we're not kids anymore," Iceman insisted. "We're X-Men."

"What does that mean?" Wolverine questioned him. "Apart from the X on your chest."

Shadowcat boldly answered, "It means we fight to protect those who ha-"

"Hate and fear us?" Wolverine finished, frowning at her. "Yeah, I heard that one, but it's just words."

"No, it's not what it means," said Iceman, staring at him. "It means we're a family, all of us. And we fight as one or not at all. That's what it means."

Cyclops looked at Wolverine. "Logan, I believe they're ready. This is what we've been training them for." Then he looked down. "Well, what _you've_ been training them for..."

"Scott," Rogue whispered, placing a hand on his arm.

But Wolverine still wouldn't give in. "You have no idea what's waiting out there," he said to the younger mutants. "Magneto's got an army this time."

"And Jean," Storm added grimly.

Beast nodded. "His powers have limits, hers do not. If we don't stop them now, then nobody can."

"Well then," said Iceman, with a hint of smugness, "seems to me you need all the help you can get."

Wolverine shook his head. "That would make only eight of us, against a whole army."

"Yeah, it would," said Cyclops, pulling himself together. "We're outnumbered. But we lost the professor. If we don't fight now, everything he stood for will die with him. I'm not gonna let that happen."

"Neither am I," Rogue agreed. "Are you, Logan?"

Wolverine stared at her. Then he said begrudgingly, "No."

Rogue then turned to Iceman. "What about you?"

Iceman firmly shook his head.

"Then we stand together," said Rogue. "X-Men, all of us."

She gestured to the X-Men, who nodded. Iceman shared a quick glance with Shadowcat and Colossus, who also nodded. He turned back to Rogue. "We're ready."

"Then let's go," said Cyclops.

Wolverine, as he gestured to the entrance to the hanger, couldn't help but quip, "After you, Pretty Boy."

Both Cyclops and Rogue rolled their eyes, but they smiled at him.

As the X-Men entered the hanger to board the X-Jet, Wolverine and Storm stayed behind.

"Looks like they _are_ ready this time," he said. He still didn't like the idea of them fighting in a battle like this, but he could see they were determined to prove that they were indeed ready. And Iceman was right: they needed all the help they could get.

She nodded. "Yeah, I know. But are _you_ ready to do what you need to do when the time comes?" She left to follow the others.

Wolverine stood there, thinking over her question. They had come to the conclusion that he was the only one that had a chance to confront Phoenix and survive. The adamantium that laced his skeleton was indestructible, and they were sure that it could withstand Phoenix's attacks. If need be, he would have to stop her.

By killing her.

But he hoped that it wouldn't have to come to that. He wanted to try to get Jean back in control of her body and find a way to control the Phoenix.

He didn't want to have to kill the woman he loved.

* * *

In the Jet, Cyclops and Storm piloted it together, while Wolverine and Beast sat behind them. Because there were only two seats behind the pilots', Rogue sat in the back with the others. She could see that Iceman, Shadowcat, and Colossus had looks of fear on their faces. She didn't blame them; after all, this was their first real mission. Their first real battle.

Iceman couldn't help but feel anxious. He looked at Rogue, who didn't share their fearful looks. He was a bit surprised to see that she actually looked ready for the inevitable battle. He couldn't help admiring her then. She was so different from the shy, secluded girl that showed up at the school six years ago. Now, she looked like this was something she did on a regular basis.

She looked...like an X-Man.

After giving Shadowcat an encouraging look, he quickly turned to face the front. If Rogue was ready for this, then so were the rest of them.

**And there's Chapter Eight! I combined the original scene for when the X-Men prepare to leave with the alternate scene. They both certainly had merit (aside from Beast's random Shakespeare outburst), and I tried my best to add Rogue and Cyclops well into the scene. Yeah, two extra X-Men may or may not make a huge difference, but they deserved to be in the final battle. Cyclops was part of the original X-Men team in the first ever _X-Men_ comic, and Rogue quickly became popular after she was introduced as well. _How_ could have the movies treated them so poorly? Was it so Wolverine could get all the attention?**

**Also, I'd like to imagine Rogue wearing her uniform here with her hair down, like in the posters. She's like Elsa from _Frozen_; she's ready to let her hair down and let the gloves come off to show her true colors. Again, Rogue deserved SO much more than what she got in the movies.**


	9. Chapter 9

**Chapter Nine: Assault on Alcatraz/Holding the Line**

**And here's Chapter Nine, where the final battle begins! When I found the deleted scene of Jean/Phoenix sensing a scared girl, I immediately wanted to include it here. But I had to spend some time thinking about it: What was she thinking during that scene? Was it Jean, or was it Phoenix?**

**Thewriternextdoor: Kitty may have already known that they were risking their lives, but that doesn't mean she wasn't scared. And Rogue was quick to see that. If they wanted to give Wolverine all the attention from the start, then they might as well have called the film series _Wolverine and the X-Men_, or something, XD.**

**Atarya QueenofEgypt: Yes, he did preach about the cure. And updates are on Sundays, but there are only a few chapters left!**

**genbo: Again, I'm sorry for keep y'all waiting, but Rogue's participation in the battle is quite impressive, to say the least. I hope I don't disappoint!**

**0001234: Whoa, lengthy review! But yes, Rogue has come so far in this story, I feel proud! And I like Wolverine, but he didn't need to take all the attention from the others, even if he's being played by Hugh Jackman. I'm glad you liked Rogue and Cyclops' inclusion in that scene! And I hope you like what Rogue does the next few chapters!**

**Guest: Hmm, she doesn't fight Pyro. I honestly couldn't think of a good scenario, especially since Pyro had his eyes on Iceman the whole time (which sounds weird, lol).**

**By the way, I saw _The Lion King 2019_. And I liked it. It wasn't perfect, but I still liked it. :)**

**Disclaimer: I don't own _X-Men_.**

* * *

On the Golden Gate bridge, cars were swerving out of control, crashing into each other. Several passengers got out, confused, and heard a loud rumbling, the bridge quaking.

"Dad, what's going on?" a little boy asked.

"It's an earthquake," the boy's sister said in fear.

Several passengers were quickly unbuckling their seat belts to flee the bridge. However, not all were so lucky; the family was locked inside their car.

"We're trapped!" said the father, trying and failing to open his door.

Screws of the bridge had begun falling as the whole thing shook more violently, the other passengers screaming in terror as they ran.

Magneto and his army marched on the bridge, the cars parting like the Red Sea. They stopped right in front of the trapped family and turned away. Magneto took a few steps forward and raised his hands, grunting as he ripped the bridge from its hinges. Even for a powerful mutant like him, it was quite a struggle. The frightened people had managed to escape the bridge before they were forced to join the detour to Alcatraz. Magneto flew into the air and steered the floating bridge towards the island, where Worthington Labs resided. The soldiers there quickly saw the approaching bridge and scampered out of the way.

"Charles always wanted to build bridges," Magneto quipped to himself.

With a flick of his wrists, the front of the torn bridge landed on the edge of the island, granting the Brotherhood easy access. He landed before the trapped family. He turned around and stopped in his tracks, as if he was surprised to see them. The mother slowly lifted her hand to the lock of her door and pressed down. He smirked and turned back to face Alcatraz.

As he and the rest of the Brotherhood walked towards the island, Jean stopped Phoenix. She heard someone crying in terror. Gaining some control of her body back, she turned back to face the family and saw the daughter crying hysterically, the father trying to assure her that they would be all right.

Seeing this child so afraid caused Jean's whole world to stop. What was she doing? How could she have let Phoenix go this far? She had been growing stronger ever since Liberty Island, and when Rogue tried to drain her, _Jean_ was left much weaker than before, giving _Phoenix_ full control of their mind and body. Of course, Phoenix was thrilled, for she was free to use her full power without being held back. But Jean was forced to see everything that Phoenix had done, from when she attacked her loved ones to joining Magneto, and could not stop any of it. And any time she managed to gain control, Phoenix was quick to influence her before taking control back.

Jean heard her whisper to her that these people were useless, and to leave them be. She reluctantly let her turn them away from the innocent family, her jaw tightening and eye twitching. Phoenix's influence had become so strong that Jean was beginning to think just like her.

She couldn't save the family, but she would make Magneto and the others pay. She could only hope that when the X-Men came to fight, they would stop her before she killed them all.

* * *

As night fell, Magneto overlooked Worthington Labs and the soldiers that were guarding it. He was joined by Callisto, Arclight, Quill, Juggernaut, Pyro, and Phoenix, with the rest gathering a few feet behind them, waiting for orders.

"The boy's in the southeast corner of the building," Callisto informed him after doing a quick scan of the island.

Right before Mystique took a cure needle intended for Magneto, she had informed him that the source of the cure was a mutant child named Jimmy, whose mutation nullified other mutants' powers if they stood within a foot of him. She had also brought him Juggernaut and Multiple Man for him to recruit into the Brotherhood. Even though she was now a useless human, Magneto was still grateful for all that she had done for him.

"Well done," he praised Callisto. He gave a signal to Pyro, who then turned to the army behind them.

"Let's take it down!" he bellowed.

With a roar, the Brotherhood of Evil Mutants charged, ready to tear down Worthington Labs and attack the guards. Magneto saw more soldiers exiting the building to defend it. He stopped Quill, Juggernaut, Pyro, Callisto, and Arclight from charging in as well.

"In chess, the pawns go first," he told them. He sneered at the men aiming their guns. "Humans and their guns," he spat.

He held up his hands to pull them out of the soldiers' hands, but they didn't budge. The soldiers fired needle after needle at the rampaging mutants, several of them going down, rendered human. Magneto frowned.

"Plastic," he observed, annoyed yet impressed. "They've learned." He turned to Phoenix. "Destroy them!" he ordered her.

But she didn't obey his command. She just stood there, watching as the humans cured her mutant brethren.

"Jean?!" Magneto thundered. Again, she did nothing. "Jean, listen to me!"

She finally looked at him. "You sound like him again," she sneered. She could feel Jean's anger towards him, and was pleased. They were finally thinking as one.

Growling, Magneto turned away from her. No matter what he did, he couldn't get through to her. After what Charles did to her, she refused to take orders from anyone.

The soldiers then launched several small bombs that contained needles, which exploded in the air and left needles shooting straight at Magneto. He quickly lifted metal pieces of a tower to shield himself and his team.

"Arclight, use your shock waves!" he ordered. "Target those weapons!"

Ripping off her gloves, Arclight stepped forward and raised her hands. Magneto let the tower pieces fall, and she clapped her hands once, sending a large shock wave towards Worthington Labs, destroying several cure guns and launchers. She sent another shock wave.

* * *

Cyclops and Storm flew the Jet around Alcatraz Island, watching the invasion with Beast, Wolverine, and Rogue standing behind them.

"Oh, my stars and garters!" Beast gasped.

"Going to stealth mode," Cyclops announced, cloaking the Jet.

* * *

With many of the soldiers' weapons destroyed, the Brotherhood continued invading the island, attacking and even killing soldiers.

Dr. Worthington, who was watching all this through his window, realized, "They're coming for him." He left to go to Jimmy's cell, with his assistant, Kavita Rao, following him.

On the battlefield, Callisto sensed something. She and the others looked up to see a cloaked jet land on the roof of Worthington Labs. Magneto, Pyro, and Phoenix knew whom the jet belonged to. Then they heard thunder clapping.

* * *

Storm floated down, her eyes glowing white, and summoned lightning to strike the Brotherhood. Beast leapt from the Jet and landed with a thud in front of the retreating soldiers. Iceman and Shadowcat phased through the ground together. When she phased them back up, he mumbled, "Don't ever do that again."

The metallic Colossus landed with an even harder thud on the ground, while Rogue flew herself and Cyclops down beside Shadowcat and Iceman.

And finally, Wolverine jumped from the roof, using his claws on the walls to slow his fall, and quickly ran in front of the soldiers.

"You men, cover the doors!" he ordered them.

"Everybody, get together and hold this line!" Cyclops ordered the X-Men.

Storm landed between Beast and Wolverine, who was now standing next to Rogue, Cyclops, Shadowcat, Iceman, and Colossus. Wolverine looked at Rogue, who nodded at him. Then they faced their enemy.

The X-Men firmly stood their ground between the human soldiers and the Brotherhood, ready to fight and defend.

"Traitors to their own cause," muttered Magneto, shaking his head in disappointment.

Phoenix locked eyes with Wolverine, then Cyclops and Rogue, who grasped each other's hands.

_Please don't hurt them!_ she heard Jean beg her.

She resisted the urge to roll her eyes. So much for completely thinking as one... _As long as they don't ask for it._

Like Jean, Phoenix once held a deep attraction towards Wolverine. As soon as he showed his loyalty to Xavier, however, she quickly cast him aside, figuratively and literally. On the other hand, she respected the Rogue girl; though her attempts to drain her had failed, she had impressed her all the same.

Phoenix would abide by Jean's wishes for now, but if she needed to, she would eliminate them all, including Wolverine.

"FINISH THEM!" Magneto boomed.

The Brotherhood charged at them, commencing the battle. Beast roared, and the X-Men fought back. Storm flew back up, eyes glowing white once again, and summoned a huge wave of water that crashed down onto several of the charging mutants, just barely missing the X-Men. Wolverine began slicing up other mutants, and Beast launched himself at some more mutants to pummel them. Rogue used her super strength to rip a lamppost out of the ground and swing it like a baseball bat, sending more mutants flying back, many with busted faces. And Cyclops began firing optic blasts, while Storm electrocuted the mutants she had drenched from the wave.

Magneto looked back at Arclight and Quill, silently giving them their next order. They nodded and headed for the building. Of course, Arclight wanted nothing more than to get revenge on Rogue, but she couldn't afford to make her new leader any angrier than he already was.

Storm was still up in the air, striking the Brotherhood with lightning bolts. Callisto smirked and sped up the building to jump at her, tackling her to the ground.

Iceman created an ice wall that stopped a group of charging mutants. A seething Pyro saw this and moved to fight him.

"Not yet," Magneto stopped him.

Callisto repeated her moves from the Grey house, zipping around Storm and landed quick punches. But this time, Storm was ready and threw a punch at the air, striking Callisto down.

Colossus threw metallic punches at mutants, Cyclops shot more optic blasts at others, and Shadowcat let a charging mutant run right through her before she threw his body down. Wolverine continued to slice at incoming mutants and Rogue dropped the lamppost to clap her hands, sending a shock wave towards Magneto. He quickly shielded himself and his lackeys by lifting the same tower pieces from before. Then he turned to Juggernaut.

"Go inside, get the boy and kill him," he ordered him.

He smiled evilly. "With pleasure."

Magneto, Pyro, and Phoenix watched as Juggernaut began running, building momentum, and charged straight for the building, knocking down soldiers like bowling pins (seriously, this scene played the sound of bowling pins being knocked down in the movie). Cyclops saw this and quickly shot an optic blast at him, but it simply bounced off of him. He jumped onto a truck and crashed through the wall.

"No, he's going for the kid!" Cyclops shouted.

"Not if I get there first!" Shadowcat shouted back, running towards the building.

"Kitty!" Wolverine yelled as another mutant ran at him, but she had already phased through the wall. Then he was faced with a mutant name Starfish. He sliced off his arms, but saw them simply grow back like his namesake. He traded more clawed punches, only to be met with the same results.

Rogue, having recovered from the dizziness creating the shock wave had caused, saw this and stormed up behind him.

"Come on!" Starfish taunted Wolverine. Then he suddenly doubled up in pain, falling to the ground while clutching his groin.

Wolverine saw Rogue standing there, smirking triumphantly.

"Grow _those_ back, sugar," she said a little too sweetly. Then she looked at Wolverine, whose eyes were wide.

"Remind me to remind Scott to never piss you off," he mumbled, causing her to laugh.

They rejoined the battle.

**And there's Chapter Nine! Yeah, men shouldn't piss off Rogue, especially if she has super strength and newly acquired shock waves. The exchange between Magneto and Phoenix and Storm creating that wave were more deleted scenes I couldn't leave out.**

**How do you like both Wolverine and Cyclops giving orders like co-leaders? I imagine that Cyclops now trusts him enough to let him occasionally lead the X-Men when he becomes headmaster. I say occasionally because I'm sure he would have Rogue as the new overall leader. And speaking of Rogue, how do you like that I _finally_ had her call someone 'sugar'?**


	10. Chapter 10

**Chapter Ten: Protecting the Cure/One of Them**

**And here's Chapter Ten! I just couldn't leave out the infamous, "I'm the Juggernaut, BITCH!" XD. But I did make up for it by combining this scene with "One of Them" at the last minute.**

**Thewriternextdoor: Yay, I'm happy you liked it! I don't think Rogue ever called anyone "sugar" in _Evolution_, but I know she did in the 90s cartoon.**

**0001234: I knew throwing in the "sugar" line would be a hit! I had to really think about a good moment for her to say it, and I'm happy to see it being received well! It's kinda like when Wolverine said "bub" in the third act of the first movie.**

**Hope10: She snuck up behind him, and the movie showed that his legs were far enough apart, so her foot could reach that sweet spot, XD.**

**Disclaimer: I don't own _X-Men_.**

* * *

Shadowcat quickly caught up with Juggernaut, jumping to grab his legs and phasing him halfway in the floor. As he tried to budge from the floor, she slowly phased back up in front of him, smiling tauntingly.

"Don't you know who I am?" he spat. As she phased through the wall, still smirking, he bellowed, "I'm the Juggernaut, BITCH!"

He tore up the floor and stormed after her. While she phased through more walls, he crashed through them in his rampage.

After phasing through the sixth wall, Shadowcat quickly moved to the right to hug the wall, and he crashed through it, not noticing she had stopped. She then ran through another room to get to Jimmy.

But Juggernaut quickly realized that she tricked him, having heard her run away.

* * *

Dr. Worthington and Dr. Rao headed for Jimmy's cell when they were stopped by Quill and Arclight. Frightened, they turned around, only to be stopped by a purple-haired mutant called Psylocke who had cloaked herself.

"Going somewhere?" she sneered, becoming visible.

The two scientists were trapped, and they could tell that these mutants were very angry.

"You're the guy that invented the cure, right?" Quill asked him.

Dr. Worthington nodded slowly. "Yes, I am."

Quill turned to the others. "Girls?"

Psylocke and Arclight forcefully led him away.

"No!" Dr. Rao cried. "Don't! Don't hurt him!"

She tried to follow them, but she was stopped by Quill, who held her in his arms.

"Calm down, calm down," he whispered in her ear. "Everything's gonna be okay."

And he stuck out his spikes, stabbing her all over.

* * *

"Rogue!" Beast hollered. "I need a lift!"

Rogue nodded and picked him up by his arms, flew high into the air, and dropped him right onto another group of Brotherhood mutants. He fought them alongside Wolverine, who was fighting other mutants.

"I thought you were a diplomat!" he quipped.

"As Churchill said, 'There comes a time when all men must – '" He punched more incoming mutants. "Oh, you get the point!"

* * *

After a quick search, Shadowcat finally found Jimmy's cell. She found him cowering behind his nightstand. He gasped when she ran to him.

"No, don't worry," she quickly assured him. "I'm here to help you. I'm gonna get you out of here."

She pulled him to his feet and they headed for the door. They heard a crash.

"This way!" She led him to another wall, hoping to phase them out, but they just bumped into it. "Oh, my God! What's going on?"

"Your powers won't work with me!" he told her.

They heard another crash. Thinking over what Jimmy said, Shadowcat quickly formulated a plan. "Stay close, all right?"

"Okay," he said nervously.

They stood in place as Juggernaut crashed through the wall opposite them.

"I'm the wrong guy to play Hide-and-Seek with," he snarled.

"Who's hiding, dickhead?" she taunted him.

Roaring, he charged at them. At the last minute, Shadowcat pushed Jimmy out of the way and Juggernaut, momentarily powerless, collided with the wall and knocked himself out. Shadowcat then led the boy out of the cell through the large gap.

* * *

Arclight and Psylocke held Dr. Worthington over the edge of the roof as Quill glared at him.

"No, don't!" he cried. "Please, don't do this! I only wanted to help you people!"

Quill scoffed. "Do we _look_ like we need your help?"

And he pushed him off. Dr. Worthington fell, screaming, only to be caught by his son, Warren, his angel wings flapping through the air.

* * *

The battle waged on. Rogue had resorted to physically fighting the Brotherhood alongside Cyclops, throwing punches and kicks as well as tossing them around like ragdolls. Storm finally bested Callisto, throwing her onto a chain link fence and electrocuting her.

Seeing all this, Magneto declared, "It's time to end this war."

He held up his hands and tossed cars onto the battlefield, Pyro lighting them on fire. A tower crashed to the ground and fire began to spread.

"Take cover!" Cyclops shouted.

The X-Men and the human soldiers quickly found places to hide from the attacks. Wolverine, Storm, Beast, Cyclops, and Rogue hid together, Iceman and Colossus taking cover close by. All of them (except Cyclops and Beast) remembered how their last Danger Room session went almost exactly like this.

Amidst all the fire and crashing, Wolverine spotted a broken gun on the ground, with unused cure needles scattered around it. Storm, Beast, Rogue, and Cyclops followed his gaze, quickly realizing what needed to be done. They all looked at each other.

"We work as a team," said Wolverine, smiling at Storm.

She smiled back. "Best defense is a good offense."

Cyclops was a little confused. "Did I miss something?"

"We'll explain later, hon," said Rogue quickly.

Wolverine nodded in agreement before turning to Iceman. "Bobby! You think you can take out your old friend?"

Iceman looked at Pyro, then back at him, nodding reluctantly. He got up and ran from his cover, icing down an incoming flaming car.

Magneto was pissed. He turned to Pyro and said, "Go ahead."

_Finally,_ Pyro thought.

"Storm," said Rogue, "we're gonna need some cover."

At first, Storm was surprised, not expecting the younger woman to give an order. Then she said, "Right." Taking a deep breath, she looked up at the sky, her eyes glowing white. Fog soon appeared along the battlefield.

Iceman and Pyro stood a few feet away from each other, staring each other down. Pyro flicked on his flamethrower, throwing fire at Iceman, who countered it with a beam of ice.

As they fought, the X-Men began to carefully gather the cure needles.

Soon, Pyro was overpowering Iceman, sending him to his knees as he was engulfed in flames.

"You're in over your head, Bobby!" he shouted. "Maybe you should go back to school!"

Suddenly, Iceman grasped onto his wrists, completely encased in ice, and froze his hands and flamethrower. Then he knocked him out with a painful headbutt.

"You never should've left," he said, shaking his head.

* * *

In the fog, Wolverine gathered Colossus, his claws out. "This is it." When the younger mutant grabbed him, ready to throw him again, Wolverine ordered, "Hey. Make it a strike."

Colossus picked him up, spun him around once, and flung him to where Magneto was standing. With a roar, he flew to him, but was quickly stopped when Magneto pushed him down, causing him to painfully slide on the ground before his feet.

"I warned you," he said, flipping him onto his back. Then he spun him around and gripped at the air.

Wolverine yelled out in pain as he felt his skeleton slowly be crushed. Phoenix, who was standing by, just watched with an indifferent look on her face. She could hear Jean begging her to stop Magneto, but she ignored her.

"You never learn, do you?" Magneto sneered.

Panting, Wolverine smirked back. "Actually, I do."

And Rogue flew in, landed beside Magneto, and jammed the cure needles into his chest. "Payback," she whispered to him.

Realizing what just happened, and feeling the cure take its effect, he crumpled to the ground. Wolverine stood up with Rogue, Beast and Cyclops joining them, and looked down at their fallen enemy.

"I'm – !" he tried to say.

Rogue shape-shifted her head and face to imitate that of her now human mother's. "One of them, Erik?"

The taunt was from Rogue, but hearing it in Mystique's voice sent him over the edge. He fell onto his back and shakily turned to face Phoenix.

"This is what they want for all of us!" he gasped. He feebly pulled the needles out of his chest.

Again, Phoenix just stood there, but the X-Men could see that she was slipping, and Jean was gaining control...

**And there's Chapter Ten! Oh boy, once again, we're getting closer to THAT part...**

**Isn't it a bit of a let down how Angel was featured prominently on posters and the cover, even wearing an X-Man uniform, only to appear in barely ten minutes and NOT in uniform? Sorry I couldn't do him justice here. Like I've said many times, I'm not creative enough to feature most fan favorite characters in the limelight. It's been hard enough doing Rogue and Cyclops justice. And plus, I'm not the biggest fan of Angel anyway.**

**How do you feel about Rogue taking down Magneto? Don't you think she should've gotten revenge on him for what he did to her in the first movie? In case you forgot, Rogue had caught a glimpse of the human Mystique laying helpless on the floor from when Magneto was so kind to lift his helmet and provide her with visual information. I only had her shape-shift her face, because if she shifted her whole body, we would've had a sudden naked Rebecca Romijn (Mystique) on the battlefield. Magneto only saw her when she was naked and helpless, which was what Rogue also saw.**

**I said at the end of the last story that I imagine that Rogue would reach out to Kurt after the war. Maybe Mystique, now only Raven Darkhölme, would also be given a chance to make it up to her children.**

**By the way, there was an alternate scene for when Juggernaut busts into Jimmy's cell. In this version, he said, "Here's Juggy!" Can't make this shit up.**

**Last note, because it didn't feel right to post at the beginning: In case some of you didn't hear, Russi Taylor, a Disney legend best known for voicing Minnie Mouse, passed away yesterday (7/27/19) at the age of 75. It's so sad to say goodbye to her, but at least she's finally reunited with her husband, Wayne Allwine (who voiced Mickey Mouse from 1977 until his own passing in 2009). Rest in peace, Russi, and May Your Heart Be Your Guiding Key.**


	11. Chapter 11

**Chapter Eleven: Because of Love**

**And here's Chapter Eleven! The battle is over, but the Phoenix won't back down!**

**I have to give a personal shout out to Hope10, for their idea of Rogue giving Jean a pep talk about being afraid to hurt others with her powers. It really helped make this particular scene even more emotional, and perhaps more heartbreaking. And writing Rogue holding out her hand to Jean, I was mainly inspired by _Kingdom Hearts_, where there are several scenes featuring one character holding out their hand to another, the opening of _KHI_ being an example. Can you tell I love _Kingdom Hearts_? XD**

**Thewriternextdoor: Oops, I forgot to mention that, didn't I? Yes, it's the extended version of that scene. Anyway, I'm glad you liked it!**

**0001234: At least one of you didn't cringe, lol. I'm glad that you liked Rogue getting back at Magneto! Yes, even if Mystique tried to apologize to her children, they wouldn't be ready to forgive her right away (or Rogue wouldn't, at least), like in _Evolution_. But if she really means it, then there may be hope for them. Speaking of, I'm getting the impression that Mystique actually dies in _Dark Phoenix_. That's gotta suck; her redemption led her to her death in the new timeline.**

**Melodias miller kenway: Thank you! Sorry if this disappoints you, but I'm not doing _Days of Future Past_ (I actually first said this in the beginning of Part 1). I just feel like it's largely unnecessary; I don't need to make it about her.**

**Disclaimer: I don't own _X-Men_.**

* * *

The X-Men looked at Jean, who looked like she wanted to cry.

"It's over, Jean," said Wolverine softly.

"Come home, Doc," Rogue begged, a tear escaping. She slowly stepped forward towards her. "I know you're afraid right now. You're afraid of hurting us. I was, too. Remember? Six years ago, I couldn't touch anyone without hurting them, and I was all alone. But then you guys found me. You guys gave me a home, a family."

The others all listened to her speech silently, looking between her and Jean. Cyclops put a comforting arm around her shoulders.

"And best of all," she continued, smiling as she leaned into his touch, "I had help to control my powers. And I stopped being so afraid of myself. Being an X-Man showed me what I could be. And I couldn't have gotten there without your help." She held out a hand. "So now, let us help you, Jean. You can stop this. I have faith in you."

Jean looked at the younger woman's offered bare hand, tears streaming down her face. Did she really have a chance to end this? To go home with her family and start over? She took one small step towards them.

"Marie," she whispered. "Scott, Logan... I'm so sorry."

"It's okay, Jean," Cyclops assured her. "We'll help the others here, then go home and –"

But before he could finish, several human soldiers appeared over the hill behind Jean and fired.

"No! Don't shoot!" Cyclops shouted, but it was too late.

The soldiers fired hundreds of cure needles at them. Phoenix, taking over once again, gritted her teeth. As her eyes and face darkened, all the needles froze in place before they could hit her and the X-Men. The soldiers froze, watching the needles disintegrate as she slowly turned to face them.

"NO!" Rogue, Cyclops, and Wolverine shouted in unison. No, they were so close! They could've regrouped with the others and left with Jean back on their side!

But Phoenix just wouldn't let it happen.

She began flying up into the air, and they watched in horror as the soldiers all vanished into nothingness like Charles did. She flew to stand on top of a destroyed tower, disintegrating burnt cars and lampposts on her way. She stood before the flames, ready to set the whole island ablaze.

"Everybody get out of here!" Beast bellowed, ready to lead everyone to the bridge.

All of the soldiers and remaining Brotherhood mutants began to escape the island. As Iceman ran, he heard someone call his name. He turned to see Shadowcat catching up to him, helping Jimmy. He quickly ran to them and led them off of the island.

Magneto stood up, watching Phoenix's destruction. "What have I done?" Charles was right. No one had any idea what she could be capable of, and now they were all paying the price. He stumbled away in the crowd.

Wolverine, Storm, Cyclops, and Rogue gathered several feet away from Phoenix. They looked at each other.

"I'm the only one who can stop her," said Wolverine lowly, his heart sinking at the thought.

"But, Logan!" Rogue started, not even knowing what she could say to change his mind.

"Phoenix just isn't going to listen, Rogue," he said, shaking his head. "You already absorbed Jean once, but it's not strong enough for this. I can't risk any of you getting hurt, or worse. All of you, get everyone to safety! Go!"

Reluctantly, Cyclops and Rogue sent one last glance at Phoenix before running to help the others, while Storm flew off to do the same. Wolverine turned back to the woman he loved.

"JEAN!"

Phoenix looked at him. As they locked eyes, everything around them began to disappear or be destroyed. The X-Jet's cloaking device turned off and instantly disintegrated. Thankfully, no one was inside. Left and right, debris, cars, human soldiers, and Brotherhood mutants (including Quill, Arclight, and Psylocke) were all destroyed. As everything else began to float, Wolverine turned around to see that water from around the island began rising high above them. He realized that if enough water rose, Phoenix could let it all come down to drown the whole island.

He turned back to her and took several steps forward. "Jean! I know you're still there!"

He was violently pushed back, his uniform and skin ripping off piece by piece. Yelling in pain, he continued to step forward, his healing factor struggling to keep up with her attacks.

No matter how hard she tried, she could not stop him from approaching her, his uniform reduced to torn leather pants.

"**You would die for them?**" she hissed as he stood right in front of her.

Wolverine shook his head, staring into her black eyes. "No, not for _them_. For _you_."

As he said that, Phoenix began to falter, and Jean came back, one last time.

"Save me," she begged him, beginning to cry again.

It had to end this way. Phoenix had gone too far, and there was no other way to stop her. And Jean couldn't have asked for anyone else to end it than the man she loved.

Wolverine held his own tears back. He wasn't ready for this... "I love you."

And he struck his claws into her stomach. He heard what sounded like a phoenix cry in agony. The blackness in Jean's eyes faded, and she smiled at him as she died in his arms. She could finally be at peace.

But Wolverine's heart had ripped to shreds at what he had been forced to do. "NO!" he howled, holding her body as the water crashed back down around the island.

From the Golden Gate Bridge, Rogue could hear his cry thanks to his enhanced senses, and she looked sadly at Cyclops. He immediately knew why she looked so sad. They held onto each other, mourning with Wolverine.

**And there's Chapter Eleven. Only one left after this. I can't believe we're almost done...**

**Also, there's an extended version of Phoenix's destruction, which included a slow-motion shot of her panning over to the destruction she was causing (sorry I used 'destruction' twice). Geez, why did they have to cut ALL the good scenes?**


	12. Chapter 12

**Chapter Twelve: As They Should Be**

**And here's Chapter Twelve, the final chapter. The title of this scene is appropriate, because some things that I wrote in this saga were how they SHOULD have happened.**

**Thewriternextdoor: This has been an incredible journey indeed, and I can't believe it's already over! Yes, I did include the part where Kitty and Bobby helped Jimmy; it was right after Beast yelled for everyone to get out of there.**

**0001234: Thank you so much!**

**Hope10: I'm so glad I did well with the speech! But of course, humans don't understand mutants in this universe, lol.**

**Also, I have one last surprise for Scott and Rogue, which will perfectly send off their happy ending.**

**Disclaimer: I don't own _X-Men_.**

* * *

Kitty stood before Jean Grey's monument, which was placed beside Charles Xavier's. She already missed the former doctor. She had been so sweet to her when she first arrived, filling in the role her mother abandoned. She barely noticed Ororo standing beside her, mourning her fallen friend.

Eventually, she went inside the mansion, nearly walking into Bobby. The young couple said nothing as they held each other close.

* * *

Scott had begun moving some of his things into Charles Xavier's office. The war was over, and he was now officially the headmaster of the School for the Gifted. He carefully moved Charles' wheelchair off to the side, but made sure it was in full view of anyone who entered.

He heard footsteps and looked up to see Marie standing in the doorway. He saw that she was wearing a deep green long-sleeved shirt. Though she had control of her powers now, she was still used to wearing long-sleeved shirts, something she wanted to work on fixing.

"How does it feel?" she asked him, walking up to the desk that now belonged to him.

Knowing what she meant, he sighed. "Definitely overwhelming. I've got big shoes to fill, after all."

They both glanced at the wheelchair. Then Marie turned back to him.

"You're a natural born leader, Scott. You'll do great. All of the students already look up to you. And so do I."

Smiling, he walked from behind his desk to stand in front of her.

"Marie," he began, "when I first met you, I knew how scared you were of everything that was going on, and I immediately wanted to make sure you would stay safe. After your first encounter with Magneto, you set out to make everyone's days a lot brighter, especially mine. You helped me when I needed it, and you never gave up on me, angel. You've grown into a strong, wonderful woman that I want by my side for the rest of my life."

Then he got down on one knee, pulling out a small box. She gasped softly, tears forming in her eyes. She recognized the ring in that box as the one Jean wore before they called it off.

"Marie Anna D'Ancanto, will you marry me, and watch over this school with me?"

Tears spilling, she smiled the biggest smile he had ever seen on her. "Yes, Scott! Of course I will!"

His own eyes dampening, he stood up, carefully slipped the ring onto her finger, and pulled her into a deep kiss.

They would announce their engagement to the others, of course, especially since they were welcoming new students. But right now, they needed this moment alone. Besides, they already knew that everyone would be happy for them.

And they also knew that Jean and Charles were smiling down at them.

* * *

Ororo opened the front doors to welcome the large crowd of new students. Scott had asked her to welcome the new students, saying he had something important to take care of first.

"Looks like the weather's changing again," she said brightly to Bobby and Kitty, who were standing on either side of her.

"I think we're gonna some need more uniforms," Bobby added.

"Storm!" Jimmy ran from the crowd to hug Ororo.

"Hey!" she laughed, hugging him back. "Good to see you, buddy."

Then he turned to Kitty and hugged her as well. She then ushered him inside, Bobby patting his shoulder.

"Classroom size could be a problem," Kitty joked, but she was smiling, too.

They continued to welcome more and more students.

* * *

In the rec room, Logan watched the president's speech on the TV.

"_And so it is with the thanks of a grateful nation that I introduce our new ambassador to the United Nations, and the representative of the world for _all_ United States citizens, human and mutant alike – Dr. Hank McCoy._"

"Way to go, furball," smiled Logan as he watched Hank shake the president's hand before giving his speech. He turned away to stand on the balcony, reflecting.

For years, he had wandered the world on his own, with no clue as to who he really was, or why he had these abilities. It was thanks to Charles Xavier that he not only found answers, but most importantly, found a home and a family. The woman he fell in love with was gone, but she would always been in his heart.

And with a world finally beginning to accept mutants, he knew his future, and the future of the X-Men, was bright.

* * *

At a park, children looked up at the sky in wonder, watching what appeared to be an angel fly over them. Among a crowd of people playing games of chess, Erik Lehnsherr sat alone at a chess table. His old friend's vision had come to pass: humans were beginning to accept mutants without fear or hatred.

But it wasn't without sacrifice.

After he reminisced of all the times he and Charles played chess, he went back to bitterly missing his powers. Unable to help himself, he raised his hand towards a black metal chess piece.

It quivered ever so slightly...

**And with that, my _X-Men_ AU trilogy comes to a close!**

**Some final notes:**

**The scene with Storm, Bobby, and Kitty is loosely based on the alternate scene where it was Storm, Bobby, and Beast welcoming the new students. But I still had Beast be announced as the new ambassador to the United Nations, so I wrote Kitty there instead. I thought about including the scene at the end of the credits, but I decided against it. Once again, you know that it happened. There's also the alternate ending where Logan returns to Canada, which could tie in with the beginning of _The Wolverine_, but I didn't feel like including it, either. He has a new family, after all.**

**Anyway, what did you guys think? Do you think I salvaged Rogue's role in these movies? I addressed her as Marie at the end, because I believe that she should've let go of the past by that point, and started going by Marie again. A book end, of sorts.**

**I'm gonna be honest, while I had the idea of Scott proposing to Rogue from the beginning, I was debating on whether or not she should also be pregnant (from when they spent the night together). In the end, I decided that the ending was fine without a surprise pregnancy. I think her being pregnant AND getting engaged to Scott would have been a bit too much, not to mention clichéd. Don't worry, though. I imagine that once they're married, they'll start having kids.**

**How do you feel about the changes I made? Do they make sense? Like I said before, I'm not gonna do _Days of Future Past_, but if any of you want to, then go ahead! If you use anything from my stories, please give me credit for starting it (if that's how it works). I will say this, though: Since _Days of Future Past_ pretty much erased _The Last Stand_ from continuity, I say that Rogue and Cyclops would still end up together. But what happens with Jean?**

**With all this said and done, thank you guys so much for your positive feedback and ideas, and I hope you enjoyed this trilogy! I don't know what I'll post next or when, but for now, this is it!**

**Excelsior!**


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